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Primerica More Actions Tracy Gallman Senior Vice President, Managed Investments at PFS Investments Tracy has 26 years of experience in the financial services industry; serving in leadership roles in the areas of strategic consulting, practice management, distribution, platform development, due diligence and marketing. Tracy joined PFS Investments to help Primerica Advisors connect their clients to independent, objective investment advice and high quality professional asset management. The Lifetime Investment Platform was nominated by MMI/Barrons as a finalist for Platform Innovation of the Year award in 2017 & 2018. The digital platform allows advisors to determine their clients investment plan and implement with multiple professional money managers. All fees and holdings are transparent and accounts are easily accessed for review. Tracy was previously President of Gallman Consulting Group. Tracy partnered with asset managers, broker/dealers, and financial advisors to grow their fee-based assets. Clients used the firm to help them with strategic planning, distribution, product development, sales management, and marketing. The firm created advocacy for ETF asset management and fee based relationships. Tracy was also with LPL Financial for ten years as SVP, Product and Platform Development. Responsible for platform strategy and development and product selection. The Model Wealth Portfolio Platform premiered ETF strategists and received the MMI Platform Innovation of the Year award in 2011. Tracy was also a Wealth Management Consultant at RBC Dain Rauscher. She worked with advisors to develop their Wealth Management practices. Her career began at Nicholas Applegate. Over ten years, she was responsible for product development, key accounts, and consulted with advisors and their clients on portfolio construction, investment portfolio selection and practice management. She is an active member of IMCA and the MMI; holds Series 6, 7 and 65 licenses; often selected as an industry speaker. BA in History and Political Science from Point Loma Nazarene University. Last Reallocation Date:10/25/2018 10/25/2018 10/25/2018 10/25/2018 10/25/2018 9/21/2018 Core Plus FI Conservative Moderate Moderate Growth Growth ACE Plus 79.0%63.2%47.4%31.6%15.8%0.0% 19.0%15.2%11.4%7.6%3.8%0.0% 0.0%11.8%23.6%35.4%47.2%59.0% 0.0%7.8%15.6%23.4%31.2%39.0% 0.0%0.0%0.0%0.0%0.0%0.0% 2.0%2.0%2.0%2.0%2.0%2.0% Holding Ticker Core Plus FI Conservative Moderate Moderate Growth Growth ACE Plus iShares 20+ Year Treasury Bond TLT 10.00%8.00%6.00%4.00%2.00% iShares MBS MBB 34.00%27.20%20.40%13.60%6.80% iShares 3-7 Year Treasury Bond IEI 22.00%17.60%13.20%8.80%4.40% iShares 1-3 Year Credit Bond IGSB 10.00%8.00%6.00%4.00%2.00% iShares 10+ Yr Credit Bond IGLB 3.00%2.40%1.80%1.20%0.60% iShares EM Debt EMB 3.00%2.40%1.80%1.20%0.60% VanEck Vectors EM Local Currency Bond EMLC 3.00%2.40%1.80%1.20%0.60% iShares S&P 500 Preferred Stock PFF 10.00%8.00%6.00%4.00%2.00% PIMCO 0-5 Yr High Yield Corporate Bond HYS 3.00%2.40%1.80%1.20%0.60% iShares Core S&P 500 IVV 1.80%3.60%5.40%7.20%9.00% Communication SPDR Fund XLC 1.20%2.40%3.60%4.80%6.00% Financial SPDR Fund XLF 2.00%4.00%6.00%8.00%10.00% Energy SPDR Fund XLE 1.20%2.40%3.60%4.80%6.00% Technology SPDR Fund XLK 3.00%6.00%9.00%12.00%15.00% Industrial Sector SPDR Fund XLI 1.00%2.00%3.00%4.00%5.00% Consumer Discretionary Sector SPDR Fund XLY 1.60%3.20%4.80%6.40%8.00% iShares Core MSCI EAFE IEFA 5.20%10.40%15.60%20.80%26.00% iShares Core MSCI Emerging Markets IEMG 2.60%5.20%7.80%10.40%13.00% Cash 2.00%2.00%2.00%2.00%2.00%2.00% Alternatives Cash Asset Allocation Core Fixed Income Non-Core Fixed Income Domestic Equities International Equities Last Reallocation Date:10/4/2018 Last Reallocation Date:10/4/2018 MAI TAMAI 35.6%29.2% 25.1%36.5% 16.4%10.8% 20.9%21.5% 2.0%2.0% Holding Ticker MAI Holding Ticker TAMAI iShares Core US Aggregate Bond AGG 23.00%iShares S&P National AMT-Free Muni Bond MUB 26.20% Vanguard Long-Term Bond BLV 5.00%PowerShares National AMT-Free Municipal Bond PZA 3.00% iShares iBoxx $ Investment Grade Corporate Bond LQD 4.60%Market Vectors High Yield Muni HYD 20.00% iShares Barclays MBS Bond MBB 3.00%SPDR Blackstone / GSO Senior Loan SRLN 9.00% SPDR Blackstone / GSO Senior Loan SRLN 9.00%PowerShares EM Debt PCY 3.00% PowerShares EM Debt PCY 5.10%Iboxx High Yield HYG 4.50% Iboxx High Yield HYG 3.20%iShares US Preferred Stock PFF 5.80% VanEck Market Vectors High Yield Muni HYD 7.80%Alerian MLP AMLP 3.00% SPDR Barclays Convertible Securities CWB 3.00%Vanguard REIT VNQ 2.00% Preferred Stock PFF 8.40%Vanguard High Dividend Yield VYM 10.10% Alerian MLP AMLP 3.00%iShares DJ Intl Select Dividend IDV 9.40% Vanguard REIT VNQ 2.00%Wisdomtree EM Equity DEM 2.00% Vanguard High Dividend Yield VYM 9.50%Cash 2.00% iShares DJ Intl Select Dividend IDV 9.40% Wisdomtree EM Equity DEM 2.00% Cash 2.00% Cash Asset Allocation Core Fixed Income Non-Core Fixed Income Hybrids Dividend EquitiesDividend Equities Cash Asset Allocation Core Fixed Income Non-Core Fixed Income Hybrids This report describes the current allocations to the representative model portfolios (the “Model Portfolios”) maintained by S age Advisory Services, Ltd. Co. and is for informational and educational purposes only.This report is not intended as an offer or solicitation with respect to the purchase or sale of any security, strategy or investment product.The allocations listed above are based on the Model Portfolios and actual changes made to specific investment platform and/or client portfolios or model portfolios may vary based on investment guidelines requested b y each such investment platform and/or client.There is no assurance, as of the date of publication, that the securities disclosed will remain in the Model Portfolios or that securities sold have not been repurchased.With respect to the Model Portfolios, a complete list of all recommendations made by Sage over the previous twelve (12) month period will be made available upon request. Our Tactical ETF strategy invests in exchange traded funds (ETFs). Investors should consider funds’ investment objectives, ri sks, charges, and expenses carefully before investing. The investment return and principal value of an investment will fluctuate, so that an in vestor’s shares, when redeemed, may be worth more or less than their original cost. ETFs trade like stocks and may trade for less than their net as set value.Different types of investments involve varying degrees of risk, and there can be no assurance that any specific investment will either be suitable or profitable for a client’s investment portfolio. It should not be assumed that recommendations made in the future will be profitable or w ill equal the performance of the Model Portfolios or the strategies discussed herein. Past performance is not a guarantee of future results. There is no guarantee that these investment strategies will work under all market conditions and each investor should evaluate their abil ity to invest for the long-term especially during periods of downturn in the market. Sage is a registered investment adviser that provides investment management services for a variety of institutions and high n et worth individuals. For additional information on Sage and its investment management services, please view our web site at www.sageadvisory.com, or refer to our Form ADV, which is available upon request by calling 512.327.5530. 1st Quarter Returns* YTD Returns* One Year Returns Three Years Returns Five Years Returns Core Plus Fixed Income (Gross)1.40%2.20%1.71% Tactical Asset Allocation TACTICAL ETF STRATEGIES PERFORMANCE SUMMARY • MARCH 31, 2019 Short Term Intermediate Core 1st Quarter Returns* YTD Returns* One Year Returns Three Years Returns Five Years Returns Sage All Cap Equity Plus (Gross)12.48%12.48%1.48%8.32%6.35% Sage All Cap Equity Plus Strategy (Net of LP Fee)**11.92%11.92%-0.55%6.16%4.23% Global Equity Benchmark1 12.31%12.31%3.90%11.39%7.57% 1st Quarter Returns* YTD Returns* One Year Returns Three Years Returns Five Years Returns Core Plus Fixed Income (Gross)3.57%3.57%3.95%2.32%2.36% Core Plus Fixed Income Strategy (Net of LP Fee)**3.05%3.05%1.87%0.28%0.32% Barclays Aggregate Index 2.94%2.94%4.48%2.03%2.74% Tactical Asset Allocation Conservative Strategy (Gross)5.29%5.29%3.59%3.56%3.30% Conservative Strategy (Net of LP Fee)**4.77%4.77%1.52%1.49%1.24% 20/80 Global Benchmark3 4.79%4.79%4.53%3.93%3.79% Moderate Growth Strategy (Gross)8.81%8.81%2.54%5.93%4.91% Moderate Growth Strategy (Net of LP Fee)**8.27%8.27%0.49%3.82%2.81% 60/40 Global Benchmark2 8.53%8.53%4.38%7.69%5.77% ™ Growth Strategy (Gross)10.66%10.66%2.06%7.14%5.61% Growth Strategy (Net of LP Fee)**10.11%10.11%0.02%5.00%3.50% 80/20 Global Benchmark5 10.41%10.41%4.18%9.55%6.69% Multi Asset Income Strategy (Gross)6.43%6.43%4.90%4.22%3.18% Multi Asset Income Strategy (Net of LP Fee)**5.90%5.90%2.81%2.13%1.11% 20/80 Global Benchmark6 4.31%4.31%4.52%3.41%3.21% TACTICAL INCOME SOLUTIONS TACTICAL GLOBAL EQUITY TACTICAL ASSET ALLOCATION Moderate Strategy (Gross)7.06%7.06%3.12%4.79%4.16% Moderate Strategy (Net of LP Fee)**6.53%6.53%1.06%2.70%2.08% 40/60 Global Benchmark4 6.65%6.65%4.50%5.81%4.81% *Annualized. Returns for periods less than one year are not annualized. Additional or supplemental performance information is available upon request. Tax-Aware Multi Asset Income Strategy (Gross)5.51%5.51%4.64%3.44%3.24% Tax-Aware Multi Asset Income Strategy (Net of LP Fee)**4.99%4.99%2.55%1.38%1.18% 20/80 Global Benchmark7 3.96%3.96%5.00%3.63%3.46% **Assets invested in the strategy through a wrap fee advisory program will pay an annual fee to the investment adviser that sponsors the wrap fee program. Net performance data shown represents the actual gross performance of the investment portfolio reduced by a model annual fee of 2.02%, the maximum fee charged by Primerca Advisors to Lifetime Investment Platform clients invested in the model. For Lifetime Investment Platform accounts, Sage will provide model investment strategies to Primerica Advisors. Sage anticipates that Primerica Advisors will generally follow the models. However, Primerica Advisors, not Sage, has full discretion to invest client accounts, and Primerica Advisors may deviate from the models with respect to both the selection of securities and the timing of transactions. Assets invested in a Sage model through a wrap fee program will experience performance results different from the performance results produced by Sage’s discretionary management of the model based on the fees charged by the wrap fee program, as well as Primerca Advisor's management of the program and each client's account. This page must be accompanied by Disclosures on back page. Past performance is not indicative of future results. 1Global Equity Benchmark (60% S&P 500/40% MSCI ACWI Ex-US)260/40 Global Benchmark (36% S&P 500/24% MSCI ACWI Ex-US/40% BCAGG)320/80 Global Benchmark (12% S&P 500/8% MSCI ACWI Ex-US/80% BCAGG))440/60 Global Benchmark (24% S&P 500/16% MSCI ACWI Ex-US/60% BCAGG)580/20 Global Benchmark (48% S&P 500/32% MSCI ACWI Ex-US/20% BCAGG)620/80 Global Benchmark (20% MSCI ACWI High Dividend Yield/80% BCAGG)720/80 Global Benchmark (20% MSCI ACWI High Dividend Yield/80% BC 1-15 Yr. Municipal Bond Index) GENERAL DISCLOSURES: Firm Information: Sage is a registered investment advisor based in Austin, Texas. Sage specializes in Fixed Income, Balanced and Exchange Traded Fund (“ETF”) investment management for insurance companies and other financial institutions, Taft-Hartley organizations, endowments, foundations, non-profit institutions, corporations, defined benefit plans, healthcare institutions, family offices and high net worth individuals. Sage does not utilize leverage, futures, or options in any portfolios included in the composites. A complete list and description of all firm composites is available upon request. Fees: The gross investment results presented herein represent historical gross performance with no deduction for investment management fees but net of all trading expenses. Net returns are calculated by using the highest investment management fee of the Lifetime Investment Platform Wrap fee of 2.02%, pro-rated on a quarterly basis, and are net of all trading expenses. Actual fees may vary depending on, among other things, the applicable fee schedule and portfolio size. The strategy invests in ETFs and an investor in the strategy will indirectly bear the operating expenses of the ETFs in which it invests. Calculation Methodology: All valuations, gross, and net returns are based in U.S. Dollars and are computed using a time-weighted total rate of return. Periodic returns have been geometrically linked and annualized for all time periods longer than one year. Portfolio performance results include, and reflect, as applicable, the reinvestment of all interest, accrued income, cash equivalents, realized and unrealized gains and losses. Policies for valuing portfolios, calculating performance, and preparing compliant presentations are available upon request. Additional Composite Disclosures: All composites consist of all fully discretionary, fee-paying, stand-alone accounts that are managed for a full quarter according to this style. These composites include proprietary, fee-paying accounts. Not every client’s account in the Composite will have the identical characteristics. The actual characteristics with respect to any particular client account may vary based on a number of factors, including but not limited to: (i) the size of the account; (ii) the investment restrictions applicable to the account, if any; and (iii) the market conditions at the time of investment. Risk Disclosures: Actual performance results may differ from Composite returns, depending on the size of the account, investment guidelines and/or restrictions, inception date and other factors. Past performance is not indicative of future returns. As with any investment vehicle, there is always the potential for gains as well as the possibility of losses. The Composites invest in ETPs such as ETFs and ETNs. Investors should consider ETPs’ investment objectives, risks, charges, and expenses carefully before investing. The investment return and principal value of an ETP will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. ETPs trade like stocks and may trade for less than their net asset value. Investments in ETNs may be subject to the risk that their value is reduced because of a downgrade in the issuer’s credit rating, potentially resulting in default. COMPOSITE SPECIFIC DISCLOSURES: Conservative Strategy Characteristics: The Composite contains accounts investing primarily in fixed income ETFs, equity ETFs, REIT ETFs and commodity ETFs. The Composite creation and inception date is June 30, 2011. Sage has reviewed the relevant universe of indices and has determined that 12% S&P 500 Index (“S&P 500”)/8% MSCI All Country World Ex-US Index (“MSCI ACWI Ex-US”)/80% Barclays Capital Aggregate Bond Market Index (BC Agg) most closely resembles the Composite managed by Sage (the “Composite Benchmark”). As of December 31, 2018, the underlying ETF expense ratio of the Composite was 0.17%. Moderate Strategy Characteristics: The Composite contains accounts investing primarily in fixed income ETFs, equity ETFs, REIT ETFs and commodity ETFs. The Composite creation and inception date is June 30, 2011. Sage has reviewed the relevant universe of indices and has determined that 24% S&P 500 Index (“S&P 500”)/16% MSCI All Country World Ex-US Index (“MSCI ACWI Ex-US”)/60% Barclays Capital Aggregate Bond Market Index (BC Agg) most closely resembles the Composite managed by Sage (the “Composite Benchmark”). As of December 31, 2018, the underlying ETF expense ratio of the Composite was 0.16%. Moderate Growth Strategy Characteristics: The Composite contains accounts investing primarily in fixed income ETFs, equity ETFs, REIT ETFs and commodity ETFs. The Composite creation and inception date is June 30, 2011. Sage has reviewed the relevant universe of indices and has determined that 36% S&P 500 Index (“S&P 500”)/24% MSCI All Country World Ex-US Index (“MSCI ACWI Ex-US”)/40% Barclays Capital Aggregate Bond Market Index (BC Agg) most closely resembles the Composite managed by Sage (the “Composite Benchmark”). As of December 31, 2018, the underlying ETF expense ratio of the Composite was 0.16%. Growth Strategy Characteristics: The Composite contains accounts investing primarily in fixed income ETFs, equity ETFs, REIT ETFs and commodity ETFs. The Composite creation and inception date is June 30, 2011. Sage has reviewed the relevant universe of indices and has determined that 48% S&P 500 Index (“S&P 500”)/32% MSCI All Country World Ex-US Index (“MSCI ACWI Ex-US”)/20% Barclays Capital Aggregate Bond Market Index (BC Agg) most closely resembles the Composite managed by Sage (the “Composite Benchmark”). As of December 31, 2018, the underlying ETF expense ratio of the Composite was 0.16%. All Cap Equity Plus Characteristics: The Composite contains accounts investing primarily in fixed income ETFs, equity ETFs, REIT ETFs and commodity ETFs. The Composite creation and inception date is December 31, 2002. Sage has reviewed the relevant universe of indices and has determined that a benchmark that is weighted 60% the S&P 500 Index (“S&P 500”) and 40% the MSCI All Country World Ex-US Index (“MSCI ACWI Ex-US”) most closely resemble the Composite managed by Sage (the “Composite Benchmark”). As of December 31, 2018, the underlying ETF expense ratio of the Composite was 0.15%. Core Plus Fixed Income Characteristics: The Composite contains accounts investing primarily in fixed income ETFs and fixed income alternative ETFs. The Composite creation and inception date is June 30, 2011. Sage has reviewed the relevant universe of indices and has determined that Barclays Capital Aggregate Bond Market Index most closely resembles the Composite managed by Sage. As of December 31, 2018,the underlying ETF expense ratio of the Composite was 0.17%. Multi Asset Income Characteristics: The Composite consists of all fully discretionary, fee-paying, stand-alone accounts that are managed for a full quarter according to this style. This Composite does include proprietary, fee-paying accounts. The Composite contains accounts investing primarily in fixed income ETFs, as well as high-dividend equity ETFs, REIT ETFs and commodity ETFs (any references herein to ETFs may include other exchange-traded products (ETPs), such as, but not limited to, Exchange Traded Notes (ETNs)). The Composite creation and inception date is June 30, 2011. Not every client’s account in the Composite will have the identical characteristics. The actual characteristics with respect to any particular client account may vary based on a number of factors, including but not limited to: (i) the size of the account; (ii) the investment restrictions applicable to the account, if any; and (iii) the market conditions at the time of investment. Tax-Aware Multi Asset Income Characteristics: The Composite consists of all fully discretionary, fee-paying, stand-alone accounts that are managed for a full quarter according to this style. This Composite does include proprietary, fee-paying accounts. The Composite contains accounts investing primarily in tax-free fixed income ETFs, as well as high-dividend equity ETFs, REIT ETFs and commodity ETFs (any references herein to ETFs may include other exchange-traded products (ETPs), such as, but not limited to, Exchange Traded Notes (ETNs)). The Composite creation and inception date is September 30, 2012. Not every client’s account in the Composite will have the identical characteristics. The actual characteristics with respect to any particular client account may vary based on a number of factors, including but not limited to: (i) the size of the account; (ii) the investment restrictions applicable to the account, if any; and (iii) the market conditions at the time of investment. Index Definitions: The S&P 500 is a capitalization weighted index of 500 stocks, representing all major industries, designed to measure performance of the broad domestic economy. The BC Agg is an unmanaged index that represents securities that are U.S. Treasuries, U.S. Agencies, U.S. Corporates, mortgage pass-through securities, asset-backed securities, and secured notes having at least one year to final maturity. The MSCI All Country World Index Ex-US (MSCI ACWI Ex-US) is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets, excluding the United States. Prior to December 31, 2014, the Strategy was measured against a benchmark that was weighted 64% the S&P 500/16% the MSCI EAFE Index (“MSCI EAFE”)/20% BC Agg. The MSCI EAFE is an arithmetic, market-value-weighted average of more than 1,000 securities listed on European, Australian and Far Eastern Stock exchanges. As of December 31, 2014, the Strategy Benchmark was selected and applied retroactively as the Strategy Benchmark because Sage determined this benchmark more accurately reflects the historical asset allocation of this strategy. The BC 1-15 Yr Muni, which consists of a broad selection of investment grade general obligation and revenue bonds of maturities ranging from one year to 17 years. It is an unmanaged index representative of the tax-exempt bond market. PERFORMANCE SUMMARY DISCLOSURES • MARCH 31, 2019 Philosophy Primerica Advisors believes that clients’ investment needs are best served when advice is delivered from an independent and objective viewpoint. Primerica Advisors does not create investment models or manufacture mutual funds or exchange traded funds (ETFs). Instead, we seek out professional asset managers who have measurable track records that validate their approach to investing. We believe that through extensive quantitative and qualitative analysis, sound judgment and a consistent process, we can identify quality asset managers and investment models for our clients. We Seek to: • Provide unbiased evaluations of asset managers and models • Identify asset managers that construct strategic, tactical, or asset class specific portfolio solutions • Regularly monitor and review asset managers, asset allocation, and security selection decisions • Provide investment and educational insights on solutions to help clients achieve investing goals The Due Diligence Process Primerica Advisors provides upfront selection and ongoing due diligence on asset managers and investment models. Primerica Advisors’ evaluations are based on a consistent process: Step 1: Manager Sourcing Multiple sources are used to generate new ideas on potential asset manager ideas. The quantitative performance ranking tools allow Primerica Advisors to focus research efforts on asset managers that have demonstrated a consistent ability to implement their investment strategies in either the specific lifecycle phase or the specific asset class or investment theme being researched. Step 2: Multi-Faceted Evaluation Primerica Advisors focuses on three critical areas of manager evaluation. These include organizational strength and leadership, depth of investment process, and performance results. Critical evaluation techniques are used to analyze the thoughtfulness and integrity of the firm, investment personnel quality, and firm stability. Key investment professionals are interviewed through on-site visits and conference calls. Primerica Advisors analyzes the entire investment process. A manager is reviewed for how investment decisions are made and who makes these decisions. A thorough analysis of performance is conducted. Consideration is given to factors that have driven returns of the market as a whole, and how those factors may have affected the manager’s performance. Step 3: Ongoing Monitoring and Review Primerica Advisors’ ongoing due diligence process includes quarterly and annual monitoring. On a quarterly basis, Primerica Advisors reviews the performance and holdings of each investment model. There is a regular review for material changes in personnel, process, and firm. Annually, managers are required to complete a full Request for Information process and undergo a due diligence evaluation from Primerica and Primerica’s outside due diligence consultant. Asset managers also are required to notify Primerica Advisors of changes in key personnel. At its discretion, Primerica Advisors may place an asset manager on a watch list or remove an asset manager or model from the program. Lifetime Investment Platform Offers: • Asset managers chosen to help you solve needs across the investing cycle • Select from strategic or tactical asset allocation or use a combination of both types of asset allocation • Choose from investment models that stay fully invested in the market or go to cash in volatile markets • Implement your plan with models built using mutual funds, exchange traded funds (ETFs) and individual stocks • Income yield or income distribution options are available • Provides a range of fixed income asset class choices • Ability to use up to three managers and models in a single account Due Diligence Process Focused on Providing Access to Professional Asset Managers to Meet Your Needs IMPORTANT DISCLOSURES Before investing, please review a copy of the Primerica Advisors Lifetime Investment Platform Form ADV Part 2A wrap fee program brochure for a full description of the services offered by the program and the fees you will pay to receive those services. The due diligence conducted by Primerica Advisors is not a guarantee that any asset manager, invest- ment model, security, or investment style will provide positive performance over time. It is important to remember that there are risks inherent in any investment, and that investments in the program are subject to multiple risks, including market, credit, interest rate, default, liquidity, currency, economic, and political risk. Investments in the program are not insured and may lose value. There is no guarantee that an investment in the program will achieve your investment objectives. Diversification and asset allocation do not guarantee a profit or protect against a loss in declining markets. The statements contained herein are based upon the opinions of Primerica Advisors and the data available at the time of publication and are subject to change at any time without notice. This commu- nication does not constitute investment advice and is for informational purposes only, is not intended to meet the objectives or suitability requirements of any specific individual or account, and does not provide a guarantee that the investment objective of any asset allocation strategy will be met. Neither the information nor any opinions expressed herein should be construed as a solicitation or a recom- mendation by Primerica Advisors to buy or sell any securities or investments. PFS Investments Inc. (PFSI) is an SEC-registered investment adviser doing business as Primerica Advi- sors. Primerica Advisors is the sponsor and discretionary portfolio manager of the Lifetime Investment Platform wrap fee program. SEC registration neither implies nor asserts the SEC or any state securities authority has approved or endorsed PFSI or the contents of this disclosure. In addition, SEC registration does not carry any official imprimatur or indication PFSI has attained a particular level of skill or ability. PFSI also is registered as a broker-dealer with the SEC, and is a member of FINRA and SIPC. PFSI does not provide brokerage services to the Lifetime Investment Platform. The asset managers available on the Lifetime Investment Platform provide model investment strate- gies to Primerica Advisors. Primerica Advisors is responsible for implementing the Models in the ac- counts of the investors in the Program, and intends to implement the Models as provided by the Asset Managers. Primerica Advisors, in its discretion and without prior notice, may add a Model, close a Model to new investments, or remove a Model from the Program. Your advisor does not have discretion to change the models held in your Lifetime Investment Platform account, or to buy or sell individual securities in the account. Tax considerations, while important, are one factor to consider before making any investment deci- sion. Primerica Advisors is not a tax advisor, and neither Primerica Advisors nor its representatives provide tax advice. For specific tax advice, please consult with a qualified tax professional. If you elect to enter into an advisory agreement, Primerica Advisors will act as your agent to purchase the securities that at that time correspond to the investment models you select. TD Ameritrade Insti- tutional is the qualified custodian for all assets managed on the Lifetime Investment Platform, and is the registered broker-dealer that will execute all transactions in your advisory account. You will receive from TD Ameritrade Institutional a copy of the prospectus of any mutual funds purchased in your program account. The securities used to construct the models available in the Lifetime Investment Platform are not available through PFS Investments Inc.’s broker-dealer business. YOUR SUCCESS IS OUR FOCUS | Primerica Advisors is committed to helping you throughout your investment lifecycle. Your Primerica Advisor will work closely with you to help you develop and align your investment plan with your investing lifecycle needs. Our platform allows you to receive assistance in identifying the appropriate asset managers and investments that are aligned with your risk tolerances and preferences. Our goal is to help you achieve your financial goals over time. © 2019 Primerica / 56213 / 728376 / 2.19 Asset Managers Founded / AUM / Location Asset Allocation Investment Management Philosophy Investment Vehicle Models Available 1995 / $4b Charlotte, NC Tactical Global manager with focus on economic, fundamental and quantitative analysis ETF Active Risk Assist Real Spend 1980 / $7b Waukesha, WI Strategic Domestic manager with focus on bottom up fundamental and quantitative analysis. Emphasize relative valuation and downside risk management, risk adjusted focus. ETF or Stocks Social ESG Equity All Cap Equity Tax Exempt Municipal Bond - ETF 2002 / $882b Chicago, IL Strategic Long-term strategic asset allocation; diversification, risk adjusted focus ETF Global Balanced US Equity or US Global Smart Beta Income ™ 1996 / $13b Austin, TX Tactical Macro, fundamentals, relative valuation, technical analysis ETF 100%/80%/40%/20% Equity Models Core Fixed Income Multi Asset Income and Tax Aware Multi Asset Income 1899 / $754b Baltimore, MD Strategic QS Investors: delivers disciplined and systematic solutions that address clients’ complex investment challenges. ClearBridge Investments: committed to long-term results through active management. Investment process provides clients with equity-focused strategies QS Investors: Blend Clearbridge: Stocks QS Investors: Strategic Real Return, Diversified Income Clearbridge: Multi Cap Growth, Divided Income 1995 / $8b Philadelphia, PA Strategic Long-term strategic asset allocation; downside risk management; global macro focused Blend 100% Equity 80%/60%/40%/20% Equity Models Tax Aware Equity Models 1974 / $13b Columbus, OH Tactical Multi-Disciplined/Multi Factor MF 80%/60%/40%/20% Equity Models 2001 / $35b Chicago, IL Strategic Valuation-driven asset allocation, contrarian mindset, independent investment selection, and holistic portfolio construction MF 100%/80%/40%/20% Equity Models Tax Aware Equity Models Retirement Income Models 1968 / $4b Los Angeles, CA Strategic Bottoms-up, value-driven process with a focus on qualified dividends. Seeks to reduce volatility and downside risk relative to benchmark. Stocks Dividend Income Equity LIFETIME INVESTMENT PLATFORM OFFERING Lifetime Investment Platform Services •Fee-based guidance and asset management •Access to professional asset managers and a wide range of asset allocation models •Flexibility to choose single or multiple asset managers that align with your investing lifecycle needs •Investment strategies implemented using mutual funds, ETFs and stock •Ongoing Primerica Advisors due diligence review of asset managers •Communication about all asset manager, asset allocation or security selection changes •Access to detailed performance and holding reports •Meet with your advisor to review goals, objectives and outcomes •Trading, custody, statement and tax forms delivered by TD Ameritrade Account Value Advisor Fee Administration Fee Asset Manager Fee Annual Program Fee $25,000 - $250,000 % %0.00 % - % % - % $250,000 - $500,000 % %0.00 % - % % - % $500,000 - $1,000,000 % %0.00 % - % % - % $1,000,000 - $3,000,000 % %0.00 % - % % - % $3,000,000+ % %0.00 % - % % - % Lifetime Investment Platform Sample Fee Schedule Services offered by The fees shown are for illustrative purposes only. The Annual Program Fee applicable to a Lifetime Investment Platform Program Account will be determined by the Fee Schedule contained in the Lifetime Investment Platform New Account Application. The Annual Program Fee represents the sum of the Advisor, Administration and Asset Manager Fees shown in the above chart, and is the annual fee charged by Primerica Advisors to invest in the program. The Annual Program Fee does not include t he annual expense charged by mutual funds and ETFs. The total cost to invest in the program includes the Annual Program Fee and the fees charged by the mutual funds and ETFs held in a Program Account. The Lifetime Investment Platform allows certain family members who reside in the same household to combine t he value of their assets invested in the program for purposes of calculating the Program Fee. Please consult with your advisor regarding potential household discounts to the Advisor and Administration fees. If a Program A ccount is invested in more than one investment model, and the Asset Manager fees for the investment mo dels are not the same, t hen the Program Fee, when calculated, is adjusted based on the portion of the account allocated to each model. The actual Program Fee deducted from a Program Account, when stated as a percentage, will vary based on the amount allocated to each investment mo del at the time the Program Fee is calculated. For additional information about the program, including fees and services, please ask your advisor for a copy of the Lifetime Investment Pl atform Form ADV Part 2A Appendix 1 Wrap Fee Program Brochure. Lifetime Investment Platform Sample Fee Schedule Services offered by © 2019 Primerica / 56753 / 847012 / 5.19 Your Success Is Our Focus The Primerica Advisors Lifetime Investment PlatformTM was created to help clients achieve their investing goals. This platform allows you and your Primerica Advisor to take a long-term perspective to investing. 1 For information about the fees associated with the Lifetime Investment Platform, please ask your Primerica Advisor for a copy of the Lifetime Investment Platform Form ADV Part 2A wrap fee program brochure. 2 In the United States (except in New York), term life insurance products are underwritten by Primerica Life Insurance Company, Executive Offices: Duluth, Georgia. In New York, term life insurance products are underwritten by National Benefit Life Insurance Company, Home Office: Long Island City, New York. 3 Primerica Advisors is the trade name under which PFS Investments Inc. conducts its investment advisory business. Together, you can focus on what matters most — creating an investment plan designed to meet your specific investment objectives.1 The Lifetime Investment Platform offers a flexible approach to investing that allows you to select strategies based on your goals, tolerance for risk and investment beliefs. Whether you’re looking to accumulate or protect your assets or to generate income in retirement, your Primerica Advisor uses the platform to guide you through the complexities of investing. Primerica is a leading financial services company, publicly traded on the NYSE. Primerica and its affiliates are leading distributors of financial products in North America and Primerica has been in business since 1977. Primerica, through its affiliates, assists its clients throughout North America by meeting their needs for life insurance2, mutual funds and annuities, as well as fee- based investment solutions offered by Primerica Advisors.3 About Primerica Focused on Your Lifecycle Needs At Primerica Advisors, we recognize that investors have individualized needs for the way they’d like to achieve their investing goals. In the Lifetime Investment Platform, you can determine the method of investing most appropriate to meet your goals based on your unique circumstances and personal objectives. Your Primerica Advisor will work with you throughout the stages of your “investing lifecycle” to assess whether your strategy accommodates your changing needs. Primerica has carefully selected solutions that can help you meet the needs of your investment plan as you move through the investing lifecycle. There are a number of investment models to meet your needs: there are models that are designed to capture growth opportunities; models with built in features to manage market or portfolio risk; models designed to generate income; or models that provide methods for distributing income to meet your longevity needs. Professional Asset Management The Primerica Lifetime Investment Platform offers you access to professional asset managers. Primerica Advisors has chosen these asset managers based on their demonstrated ability to develop and manage investment models that can assist clients in meeting their accumulation, preservation and distribution goals. Primerica Advisors’ investment committee has chosen the asset managers based on their people, philosophy, process, and performance. The selection process is independent and objective. Primerica Advisors is not an affiliate of any of the asset managers. All asset managers in the program are regularly monitored by the investment committee. Quarterly and annual reviews are conducted on each asset manager and investment model offered in the program. Asset Allocation and Investment Model Offerings The Lifetime Investment Platform investment model offering provides you with access to a wide range of asset allocation strategies. A well-designed and executed asset allocation is a key component to helping you achieve your long-term goals. Asset allocation can be strategic, tactical or a combination of both. A combination of both strategic and tactical asset allocation can be beneficial in achieving the appropriate balance of risk and reward. Your Primerica Advisor will assist you in selecting the professional asset manager and models that will help meet your asset allocation and financial goals during your investing lifecycle. The investment models are constructed using mutual funds, exchange traded funds (ETF) or a blend of both investment types. By working with your Advisor, you will be able to identify the investment model options most aligned with your personal goals, time horizon, risk tolerance, and investing preferences. You can always adjust your investment plan and model selection to accommodate changing needs. Simplicity Primerica Advisors Lifetime Investment Platform offers the ability to have multiple investment models in one account, with one statement and one fee. We make it simple for you to monitor, manage and make changes to your account when necessary. Performance reports provide clear and concise information about your investments. These reports give you and your Primerica Advisor the opportunity to review your account holdings and determine whether your investments continue to reflect your needs. The Consultative Process: Developing Your Investment Plan D EVELOP Y O U R I N VESTMENT PLAN M A N A GE AND MAI NTAINY O U R I N VESTMENT PLANDETERMINE YOUR INVESTMENT OBJECTIVESSTEP 1: DETERMINE STEP 2: DEVELOP STEP 3: MANAGE AND MAINTAIN Meet with your Primerica Advisor to determine your goals and objectives, taking into consideration the following: • Lifecycle goals • Risk tolerance • Time horizon • Investment preferences • Tax considerations • Liquidity requirements • Income needs • Current investments • Performance expectations • Need for non-program account* Work together with your Primerica Advisor to develop your personalized investment plan based on your unique objectives. You will consider choices such as: • Lifecycle Options: Accumulation, Protection, Income Distribution • Single or multiple asset managers • Strategic or tactical asset allocation • Mutual funds or exchange traded funds • Tax aware approaches • Income generation approaches • Fully invested or go to cash strategies Once the asset managers are in place for your account, the process of managing and monitoring the account begins. The Lifetime Investment Platform and your Primerica Advisor offer ongoing services, including: • Periodic examination of your investment model • Insights into manager asset allocation and holding changes • Ongoing rebalancing for account and asset manager investment model • Periodic account reviews • Reviews of account and manager performance *A non-program account is a separate account available to investors who are interested in holding certain assets outside of the Lifetime Investment Platform models. A non-program account is self-directed. Neither Primerica nor your Advisor will provide investment advice for assets in a non-program account or place orders in a non-program account on your behalf. For customer service requests regarding non-program accounts, you must contact TD Ameritrade Institutional directly. Your Success Is Our Focus Primerica Advisors is committed to helping you achieve financial success. Your Primerica Advisor will help you to develop and align your investment plan with your investing lifecycle needs. You can always adjust your investment plan and model selection to accommodate changing needs. Our goal is to help you achieve your financial goals over time. Lifetime Investment Platform: Offering Comprehensive Investment Services for One Fee Fee-based guidance and asset management Access to professional asset managers and a wide range of investment models Ability to choose single or multiple asset managers that align with your investing lifecycle needs Choice of mutual funds, ETF models or a combination of both investment types Communications about all asset manager, asset allocation or security selection changes Ongoing monitoring of the investment manager asset allocation and investment decisions Meet with your advisor to review your goals and objectives, and assist in making any changes to asset managers or models Access to detailed performance and holding reports Trading, custody, statements, and tax forms delivered by TD Ameritrade Institutional Please review a copy of Lifetime Investment Platform Form ADV Part 2A wrap fee program brochure for a full description of the services offered by the program and the fees you will pay to receive those services. It is important to remember that there are risks inherent in any investment and that there is no assurance that any asset manager, mutual fund, ETF, asset class, style, or index will provide positive performance over time. Diversification and asset allocation do not guarantee a profit or protect against a loss in declining markets. Investments in the program are subject to multiple risks, including market, credit, interest rate, default, liquidity, currency, economic, and political risk. Investments in the program are not insured and there is no guarantee that the investment models recommended will accomplish your investment objectives. The statements contained herein are based upon the opinions of Primerica Advisors and the data available at the time of publication and are subject to change at any time without notice. This communication does not constitute investment advice and is for informational purposes only, is not intended to meet the objectives or suitability requirements of any specific individual or account, and does not provide a guarantee that the investment objective of any asset allocation strategy will be met. Neither the information nor any opinions expressed herein should be construed as a solicitation or a recommendation by Primerica Advisors to buy or sell any securities or investments. PFS Investments Inc. (PFSI) (dba Primerica Advisors) is an SEC-registered investment adviser doing business as Primerica Advisors. The Primerica Advisors Lifetime Investment Platform is a wrap fee program sponsored by Primerica Advisors. SEC registration neither implies nor asserts the SEC or any state securities authority has approved or endorsed PFSI or the contents of this disclosure. In addition, SEC registration does not carry any official imprimatur or indication PFSI has attained a particular level of skill or ability. PFSI also is registered as a broker-dealer with the SEC, and is a member of FINRA and SIPC. PFSI does not provide brokerage services to the Lifetime Investment Platform. Primerica Advisors is the discretionary portfolio manager to the Lifetime Investment Platform, and provides administrative services to the program. The asset managers available on the Lifetime Investment Platform provide model investment strategies to Primerica Advisors. Primerica Advisors is responsible for implementing the Models in the accounts of the investors in the Program, and intends to implement the Models as provided by the Asset Managers. Primerica Advisors, in its discretion and without prior notice, may add a Model, close a Model to new investments, or remove a Model from the Program. Your Primerica Advisor does not have discretion to change the models held in your account, or to buy or sell individual securities in your account. Brokerage and custody services for the Lifetime Investment Platform are provided by an unaffiliated broker-dealer, TD Ameritrade Institutional. Tax considerations, while important, are one factor to consider before making any investment decision. Primerica Advisors is not a tax advisor and does not provide tax advice. For specific tax advice, please consult with a qualified tax professional. If you elect to enter into an advisory agreement, Primerica Advisors will act as your agent to purchase the securities that at that time correspond to the investment models you select. TD Ameritrade Institutional is the qualified custodian for all assets managed on the Lifetime Investment Platform, and is the registered broker-dealer that will execute all transactions in your advisory account. You will receive from the qualified custodian broker-dealer a copy of the prospectus of any mutual funds purchased in your program account. The securities used to construct the models available in the Lifetime Investment Platform are not available through PFS Investments Inc.’s broker-dealer business. As an accommodation to investors in Lifetime Investment Platform, a Non-Program Account is available to clients who wish to hold assets at TD Ameritrade Institutional outside of the Lifetime investment models. The Non-Program Account is a self-directed account. Neither Primerica nor your Advisor will provide investment advice for the assets in the Non-Program Account or place orders in the Non-Program Account on your behalf. To buy or sell securities in the Non-Program Account, you must contact TD Ameritrade Institutional directly. © 2017 Primerica / 53520 / A9314 / 5.17 / 16PIA-LIP10-3 IMPORTANT DISCLOSURES TACTICAL INVESTMENT STRATEGY Global Equities & Alternatives Asset Class Tactical View Overview US Equities Underweight Remain underweight US equities vs. international equities due to a strong global growth picture and attractive valuations in other developed regions. Market Cap Large Favor large cap exposure. The passage of tax reform in December did not result in any material positive effect on small cap and we don’t see an immediate catalyst for continued outperformance, especially given we are late in the US business cycle. Style/Sector Value/Sector Bias Recently lowered our growth exposure in favor of taking a heavier tilt toward value, which increases our allocation to energy and financials and lowers our technology exposure. Technology has substantially outperformed, but is the most overvalued sector and more vulnerable to a pickup in market volatility. Int'l Equities Positive Hold an overweight in developed international markets, with a focus on Japan, given attractive relative valuations, improving fundamentals and favorable policy outlook relative to the rest of the world. US markets have recently gotten a boost from tax reform optimism, but core developed international markets still have greater upside given the more attractive mix of policy, valuations and fundamentals. Emerging Mkts Positive Recently added EM equity exposure. Most EM countries are still in the early stages of their economic cycle relative to developed markets, which are getting toward the latter stages. This should continue to provide a good fundamental case for EM equities, with a softer dollar and attractive valuations improving sentiment further. REITs Negative No exposure to REITs given the sector's interest rate sensitivity, valuations, and preference for other regional markets. Commodities Neutral Broad macro fundamentals look more supportive to commodity prices as flows and momentum have turned more positive. Given shifting policy and geopolitical risks, we choose to get our commodity exposure through the energy sector in our core US equity allocation. US Dollar Negative Given the chorus of tightening from international central banks as well as strong economic developments abroad, we expect a slightly weaker dollar during the first few months of the year. The Big Picture Overview Global Fixed Income1 Global Equity & Alternatives2 Despite elevated volatility, the underlying fundamental picture of synchronized global growth and bullish earnings outlooks across all major regions should keep risk assets well supported over the medium-term. The shift toward tighter monetary policy, in the face of stronger growth and inflation will, however, continue to create a more challenging investing backdrop than what we've had the last couple years. Besides elevated volatility, the higher rate/tighter policy scenario will periodically spook equity markets, and hamper fixed income returns overall. To this end, we remain fully invested from an asset allocation standpoint, but have lowered some risk over the last couple of months. We have increased exposure toward sectors and markets less vulnerable to rising rates, and have been more focused on relative value opportunities. Spread Bias Intl. Debt Non-Core Duration Short Neutral Long Under Neutral Over None Moderate Maximum None Moderate Maximum Style Market Cap Region Alternatives Value Core Growth Small Mid Large None Moderate Maximum Domestic International March 2018 ™ The summary is based upon a short-term (1-2 quarter) forward looking market outlook developed by Sage’s investment committee and may be subject to frequent changes based upon evolving market conditions. Please see full disclosures on back page. Approved for use with clients. Global Fixed Income Asset Class Tactical View Overview Fixed Income Neutral After the rapid and significant move higher in rates, we have closed our short duration position within our fixed allocation, moving back to a benchmark level of interest rate risk. In our view, markets have fully priced in Fed expectations and we expect more range bound, or modestly lower, rates in the near-term. Treasuries Negative Continue to underweight Treasuries, but recently moved from a flattening yield curve bias to a more neutral stance given the sharp move flatter in the second half of 2017. The wave of "quantitative tightening" and inflationary pressures from tightening labor markets could result in the steepening of the yield curve. Securitized Negative Hold a below benchmark allocation to agency MBS. MBS typically underperforms in periods of high interest rate volatility and with the potential for volatility around quantitative tightening and additional Fed hikes, we are cautious on MBS. IG Credit Positive Maintain our credit overweight given the yield cushion and strong technical backdrop for all US high quality fixed income. Full valuations suggest upside to credit beyond yield carry is more limited. However, absent a macro shock, if rates drift higher we would expect credit to outperform. High Yield Credit Negative We recently exited our high yield allocation in favor of shifting to floating rate bank loan debt. The bank loan sector looks attractive vs. high yield on a valuation basis and should have less downside risk if rates move higher. Developed International Negative Hold no exposure to non-dollar developed market debt given poor relative value to US debt. Yield levels are unattractive and offer little cushion to continued currency and rate volatility. Emerging Markets Positive We recently rotated our EM local currency position into Dollar denominated EM debt. We believe that current macro conditions are still constructive to EM debt, but given the rapid nature of the dollar depreciation, it makes sense to take profits in the currency portion of our EM allocation. Preferred Stock / Convertibles Positive Given our view of a stable rate picture, continued demand for yield, we maintain our exposure to preferreds. TACTICAL INVESTMENT STRATEGY March 2018 ™ Disclosures 1. Global Fixed Income Positioning Illustration: The duration and spread bias measures are relative to the characteristics and composition of the Barclays Capital Aggregate Bond Index. The maximum allocation to international debt for the purposes of the illustration is 40%. Non-core includes, but is not limited to, high yield, emerging market debt and preferred stocks. The maximum allocation to non-core for the purpose of the illustration is 40%. 2. Global Equity & Alternatives Positioning Illustration: The alternative allocation referenced includes, but is not limited to, commodities, REITs and currencies. The maximum allocation to alternatives for the purposes of the illustration is 40%. 3. General Disclosures: All information expressed in this publication is based upon a short-term (1-2 quarter) forward looking market outlook developed by Sage’s investment committee and may be subject to frequent changes based upon evolving market conditions. 4. Firm Information: Sage Advisory Services, Ltd. Co. (Sage) is a registered investment adviser that provides investment management services for a variety of institutions and high net worth individuals. Although the statements of fact, analysis and data in this Tactical Investment Strategy have been obtained from, and are based upon, sources Sage believes to be reliable, we do not guarantee their accuracy, and any such information and results may be incomplete or condensed. All results included in this Tactical Investment Strategy constitute Sage’s opinions as of the date of this Tactical Investment Strategy and are subject to change without notice due to various factors, such as market conditions. This Tactical Investment Strategy is for informational purposes only and is not intended as investment advice or an offer or solicitation with respect to the purchase or sale of any security, strategy or investment product. Each Tactical Investment strategy invests in ETPs, such as ETFs and ETNs. Investors should consider ETPs’ investment objectives, risks, charges, and expenses carefully before investing. The investment return and principal value of an ETP will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. ETPs trade like stocks and may trade for less than their net asset value. Investments in ETNs may be subject to the risk that their value is reduced because of a downgrade in the issuer’s credit rating, potentially resulting in default. Investors should make their own decisions on investment strategies based on their specific investment objectives and financial circumstances. All investments contain risk and may lose value. Past performance is not a guarantee of future results. No part of this Tactical Investment Strategy may be produced in any form, or referred to in any other publication, without express written permission. For additional information on Sage and its investment management services, please view our web site at www.sageadvisory.com, or refer to our Form ADV, which is available upon request by calling 512.327.5530. Not FDIC Insured May Lose Value No Bank Guarantee The summary is based upon a short-term (1-2 quarter) forward looking market outlook developed by Sage’s investment committee and may be subject to frequent changes based upon evolving market conditions. Please see full disclosures on back page. Approved for use with clients. Tactical Portfolios | March 31, 2019 Annual Returns YTD 1 Year 3 Year 5 Year Gross Composite Return 3.67%2.59%4.70%2.89% Primerica Net Composite Return 3.21%0.80%2.87%1.09% Benchmark 5.70%4.46%5.36%4.14% Meeder Conservative Objective The Conservative Portfolio seeks to provide risk averse investors with an asset mix that experiences lower volatility of returns. Investment Strategy Utilizing Meeder Funds as the building blocks of a diversified portfolio, the Conservative Portfolio seeks to achieve it’s objective using a minimum exposure of 70% to fixed income securities and a maximum exposure of 30% to equity securities. In addition, by utilizing our Defensive Investing strategy, the portion of the portfolio that is allocated to our Defensive Equity Strategy (30%) may at times be invested in fixed income and/ or money market securities, which will result in a fixed income allocation between 70% and 100% of the total portfolio. Primerica Disclosure. For Lifetime Investment Platform accounts, Meeder will provide model investment strategies to Primerica Advisors. Meeder anticipates that Primerica Advisors will generally follow the models. However, Primerica Advisors, not Meeder, has investment authority over client accounts on the Lifetime Investment Platform. Assets invested in a Meeder model through the Lifetime Investment Platform will experience performance results different from the performance results produced by Meeder discretionary management of the model based on the fees charged by Primerica Advisors, as well as Primerica Advisors’ management of its program and each client’s account. The performance data shown represents past performance, which does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The performance data shown is for the Meeder composite portfolio, your portfolio may experience different results from those shown here, and current performance of the composite may be lower or higher than the performance data quoted. Net Composite Return referenced above represents Gross Composite performance of the portfolio reduced by an annual fee of 1.77%, the maximum fee charged by Primerica Advisors to Lifetime Investment Platform clients invested in the model. The benchmark for this portfolio is 49% Lipper Intermediate Investment Grade Bond Index, 18% Lipper S&P 500 Fund Index, 12% Lipper Money Market Fund Index, 7% Lipper Intermediate U.S. Government Index, 7% Lipper High Current Yield Bond Index, 7% Lipper Emerging Markets Debt Fund Index. Strategy Allocation 30% Defensive Equity Strategy 70% Fixed Income Strategy Underlying Funds Meeder Conservative Allocation Fund 50% Meeder Total Return Bond Fund 25% Meeder Moderate Allocation Fund 13% Meeder Balanced Fund 12% Top Fixed Income Holdings TCW Emerging Markets Income I 4.58% Dodge & Cox Income 4.56% Frost Total Return Bond Inst 4.54% Guggenheim Total Return Bond Instl 4.53% DoubleLine Total Return Bond I 4.52% Pioneer Bond Y 4.42% iShares JP Morgan USD Em Mkts Bd ETF 3.69% SPDR® Blmbg Barclays High Yield Bd ETF 2.73% iShares iBoxx $ High Yield Corp Bd ETF 2.72% Lord Abbett High Yield I 2.53% Top Equity Holdings Microsoft Corp 0.62% Apple Inc 0.58% Amazon.com Inc 0.42% Alphabet Inc Class C 0.37% Berkshire Hathaway Inc B 0.34% Cisco Systems Inc 0.30% Verizon Communications In 0.28% The Walt Disney Co 0.27% Pfizer Inc 0.26% Merck & Co Inc 0.26% Net 0.77%Gross 1.41%Weighted gross and net expense ratios for the funds in the portfolio Expense Ratios Morningstar Style Box Value Blend Growth 29 27 24 Large 6 4 4 Mid 3 2 1 Small Fixed Income Style Box Short Interm.Long 2 2 4 Gov’t Agency U.S. Treasury 7 47 0 Inv. Grade Bond 5 17 16 High Yield/ Global Bond Average Duration: 5.13 Years Investment Performance 12 Q1 | March 31, 2019 Meeder, Meeder Funds, and Muirfield Fund are registered trademarks of Meeder Investment Management, Inc. Call (866) 633-3371 or visit us online at meederinvestment.com Q1 | March 31, 2019Conservative Portfolio Composite: This model portfolio is managed in accordance with the portfolio composite for the Meeder Moderate Growth Portfolio created on 12/31/2009, which includes all fully discretionary accounts managed consistently with the model for Meeder clients or third-party investment advisors for whom Meeder acts as a sub-advisor. The composite does not include assets for programs in which Meeder provides a model allocation, but does not have discretionary investment authority. Performance Calculations: Investment performance assumes reinvestment of all dividend and capital gain distributions. Returns for periods less than one year are not annualized. Performance is calculated in U.S. dollars and is presented net of all fees including the internal expenses of the Meeder Funds included in the Portfolio. Meeder does not charge a separate fee for managing the Portfolios; however, each Fund within the Portfolio contains a management fee within its expense ratio. Gross Composite Return represents the gross performance of the Meeder composite portfolio without deduction for investment management fees. Your portfolio may experience different results from those shown here, and current performance of the composite may be lower or higher than the performance data quoted. Expense Ratios: The Weighted Gross Expense Ratio reflects the weighted operating expense ratio of the funds in the portfolio gross of voluntary fee waivers or expense reimbursements. The Weighted Net Expense Ratio is the weighted net expense ratio of the funds as set forth in the fund’s most recent annual report, which includes the effect of voluntary and contractual fee waivers and expense reimbursements, but does not include the effect of wrap or other advisory fees charged by your advisor. Composite Benchmark: The benchmark used for comparison is comprised of49% Lipper Intermediate Investment Grade Bond Index, 18% Lipper S&P 500 Fund Index, 12% Lipper Money Market Fund Index, 7% Lipper Intermediate U.S. Government Index, 7% Lipper High Current Yield Bond Index, 7% Lipper Emerging Markets Debt Fund Index. The benchmark is rebalanced monthly. Lipper Indexes are based on the 30 largest funds by asset size within the Lipper objective and do not include multiple share classes of similar funds. The Lipper S&P 500 Fund Index consists of funds that are passively managed limited-expense funds designed to replicate the performance of the Standard & Poor’s 500 Index on a reinvested basis. The Lipper Money Market Fund Index consists of funds that invest in high-quality financial instruments rated in the top two grades with dollar-weighted average maturities of less than 90 days. Lipper Intermediate Investment Grade Bond Index consists of funds that invest at least 85% in domestic investment-grade debt issues with any remaining investment in non-benchmark sectors such as high-yield, global, and emerging market debt. These funds maintain dollar-weighted average maturities of five to ten years. The Lipper Intermediate U.S. Government Index consists of funds that invest primarily in securities issued or guaranteed by the U.S. government, its agencies, or its instrumentalities, with dollar-weighted average maturities of five to ten years. The Lipper High Current Yield Bond Index consists of funds that aim at high (relative) current yield from fixed income securities, have no quality or maturity restrictions, and tend to invest in lower-grade debt issues. The Lipper Emerging Markets Debt consists of funds that seek either current income or total return by investing at least 65% of total assets in emerging market debt securities, where “emerging market” is defined by a country’s GNP per capita or other economic measures. These funds intend to keep constant net asset value. Risk Disclosure: The Composite is invested in Meeder Funds. Carefully consider the investment objectives, risks and expenses of the component funds before investing. The prospectus contains this and other information about the funds. Firm Information: Meeder Investment Management, Inc. is a diversified financial services firm that has been managing assets since 1974 at its offices in Columbus, Ohio. The company manages a series of mutual funds known as the Meeder Funds through its registered investment adviser, Meeder Asset Management, which is paid a fee for its services. Meeder Portfolios are managed accounts comprised of Meeder Funds. The Portfolios are not mutual funds or other commingled investment vehicles registered with the Securities and Exchange Commission. Meeder Portfolios are managed by Meeder Advisory Services, a registered investment adviser. An affiliate, Meeder Asset Management, Inc., serves as the investment adviser to Meeder Funds and is paid a fee for its services. Meeder Funds are distributed by Adviser Dealer Services, Inc., an affiliated broker dealer, Member FINRA. Meeder Quarterly Review 13 0012-MAS-4/17/19 5900 Southwest Parkway, Building I Austin, Texas 78735 phone | 512.327.5530 fax | 512.327.5702 sageadvisory.com SAGE TACTICAL ETF MANAGEMENT GROWTH STRATEGY PROFILE • MARCH 31, 2019 STRATEGY OVERVIEWThe Sage Growth tactical ETF strategy is a global asset allocation portfolio that is managed consistent with the risk orientation of a growth investor. The strategy will invest in the global fixed income, global equity and alternative market segments. Tactical allocation decisions will be applied on two levels; at the broad asset class level and within the various fixed income, equity and alternative market segments. INVESTMENT PHILOSOPHY Focus on getting the big market segment decisions right. This is based on our belief that the exposure to market segments within an asset allocation has the most meaningful impact on portfolio performance and risk management. Work diligently to maintain a unique perspective on asset allocation decisions. Meet regularly to evaluate the market segment decisions through a top-down investment process that includes an evaluation of macroeconomic, fundamental, relative valuation and technical analysis. Apply tactical approach. The opportunities and risks associated with various market segments change constantly and it is vital to tactically adjust market segment exposure as market and economic conditions change. INVESTMENT PROCESS• Investment decisions are made by a 7 member investment committee with over 200 years of combined investment experience • Meet formally every 2-3 weeks to evaluate the macroeconomic environment and the changing fundamentals and technicals of the markets • Overweight the segments of the market that appear most favorable given current valuations, fundamentals and the macroeconomic environment • The ongoing process includes constant monitoring of market and economic conditions as well as aggregate portfolio risk ETF IMPLEMENTATIONWith over a decade of experience utilizing Exchange Traded Funds, Sage was one of the first investment managers to launch an all-ETF strategy back in 2002. In addition to the Core Plus Fixed Income and All Cap Equity Plus strategies, we offer a series of total portfolio solutions that have a target-risk orientation. Our investment and research process is built around the forward-looking tactical management of the big market segment decisions, as we believe the market segment allocation has the biggest impact on portfolio performance and risk management. The depth of our investment team and experience delivering solutions to the institutional marketplace gives Sage a very unique perspective in the way that the tactical ETF strategies are managed. Exchange Traded Funds offer efficient market segment access and the structural advantages necessary to tactically manage a multi-asset class strategy. Each strategy is implemented using 10-20 ETFs which have been researched and vetted by the Sage research department. COMPOSITE PERFORMANCE SUMMARY SUPPLEMENTAL 5 YEAR RISK/REWARD STATISTICAL ANALYSIS Growth Strategy 80/20 Global Benchmark* Standard Deviation 8.96 8.71 Sharpe Ratio 0.57 0.70 Up Market Capture %93.35 - Down Market Capture %102.88 - COMPOSITE CALENDAR YEAR PERFORMANCE SUMMARY Period Return 2018 2017 2016 2015 2014 2013 2012 Growth Strategy (Gross) -8.54%17.34%4.63%-1.16%7.68%15.27%13.10% Growth Strategy (Net LP Fee)**-10.37%15.00%2.54%-3.14%5.53%12.96%10.82% 80/20 Global Benchmark*-6.57%19.63%7.81%-0.89%6.35%19.44%14.05% Period Return 1st Quarter Returns YTD Returns One Year Returns Three Years Annualized Returns Five Years Annualized Returns Since 06/30/11 Annualized Growth Strategy (Gross) 10.66%10.66%2.06%7.14%5.61%6.64% Growth Strategy (Net LP Fee)**10.11%10.11%0.02%5.00%3.50%4.84% 80/20 Global Benchmark*10.41%10.41%4.18%9.55%6.69%7.81% ™ For Lifetime Investment Platform accounts, Sage will provide model investment strategies to Primerica Advisors. Sage anticipates that Primerica Advisors will generally follow the models. However, Primerica Advisors, not Sage, has investment authority over client accounts on the Lifetime Investment Platform. Assets invested in a Sage model through a wrap fee program will experience performance results different from the performance results produced by Sage’s discretionary management of the model based on the fees charged by Primerica Advisors, as well as Primerica Advisors' management of its program and each clients account. This page must be accompanied by Disclosures on back page. Past performance is not indicative of future results. **Assets invested in the strategy through the Lifetime Investment Platform wrap fee advisory program will pay an annual fee to the investment adviser that sponsors the wrap fee program. Supplemental performance data shown is represented by a model portfolio and was calculated using the returns for the component ETFs multiplied by the target asset allocation to determine the weighted return. Net performance of the investment portfolio is reduced by a model annual fee of 2.02%, the maximum annual fee charged by Primerica Advisors to clients invested in the strategy through the Lifetime Investment Platform wrap fee program. * 80/20 Global Benchmark (48% S&P 500/32% MSCI ACWI Ex-US/20% BCAGG) Returns for periods less than one year are not annualized.**Assets invested in the strategy through the Lifetime Investment Platform wrap fee advisory program will pay an annual fee to the investment adviser that sponsors the wrap fee program. Composite performance data shown represents the actual performance. Net performance of the investment portfolio is reduced by a model annual fee of 2.02%, the maximum annual fee clients invested in the strategy through the Lifetime Investment Platform wrap fee program. **Assets invested in the strategy through the Lifetime Investment Platform wrap fee advisory program will pay an annual fee to the investment adviser that sponsors the wrap fee program. Composite performance data shown represents the actual performance. Net performance of the investment portfolio is reduced by a model annual fee of 2.02%, the maximum annual fee charged by Primerica Advisors to clients invested in the strategy through the Lifetime Investment Platform wrap fee program. SUPPLEMENTAL CALENDAR YEAR PERFORMANCE SUMMARY Period Return 2011 2010 2009 2008 Growth Strategy (Gross) -0.17%14.83%23.21%-26.38% Growth Strategy (Net LP Fee)**-2.17%12.53%20.74%-27.85% Barclays Aggregate Index -1.87%12.52%27.09%-32.80% GROWTH STRATEGY PROFILE • MARCH 31, 2019 GROWTH COMPOSITE DISCLOSURES: The Growth Composite (the “Composite”) consists of all fully discretionary, fee-paying, stand-alone accounts that are managed for a full quarter according to this style. This Composite does include proprietary, fee-paying accounts. The Composite contains accounts investing primarily in fixed income ETFs, equity ETFs, REIT ETFs and commodity ETFs (any references herein to ETFs may include other exchange-traded products (ETPs), such as, but not limited to, Exchange Traded Notes (ETNs). The Composite creation and inception date is June 30, 2011. Not every client’s account in the Composite will have the identical characteristics. The actual characteristics with respect to any particular client account may vary based on a number of factors, including but not limited to: (i) the size of the account; (ii) the investment restrictions applicable to the account, if any; and (iii) the market conditions at the time of investment. SUPPLEMENTAL GROWTH STRATEGY MANAGEMENT DISCLOSURES: For the period December 31, 2007 to June 30, 2011, the performance for the Strategy was represented by a model portfolio and was calculated using the returns for the component ETFs multiplied by the target asset allocation to determine the weighted return. The assets under advisement include assets which were managed in similar strategies through model sub-advisory relationships on a non-discretionary basis. Modeled (projected) returns are an estimate of hypothetical average historical returns of asset security classes, derived from the application of model asset allocations. Actual returns are likely to vary from modeled returns. These models have limitations, as the results do not represent actual trading ad they may not reflect the impact that material economic and market factors may have had on Sage’s decision-making if Sage had been managing actual client portfolios. ADDITIONAL DISCLOSURES: Firm Information: Sage is a registered investment advisor based in Austin, Texas. Sage specializes in Fixed Income, Balanced and Exchange Traded Fund (“ETF”) investment management for insurance companies and other financial institutions, Taft-Hartley organizations, endowments, foundations, non-profit institutions, corporations, defined benefit plans, healthcare institutions, family offices and high net worth individuals. Sage does not utilize leverage, futures, or options in any portfolios included in the composites. A complete list and description of all firm composites is available upon request. Fees: The gross investment results presented herein represent historical gross performance with no deduction for investment management fees but net of all trading expenses. Net returns are calculated by using the highest investment management fee of the Lifetime Investment Platform Wrap fee of 2.02%, pro-rated on a quarterly basis, and are net of all trading expenses. Actual fees may vary depending on, among other things, the applicable fee schedule and portfolio size. The strategy invests in ETFs and an investor in the strategy will indirectly bear the operating expenses of the ETFs in which it invests. As of December 31, 2018, the underlying ETF expense ratio of the Composite was 0.16%. Composite Benchmark: Sage has reviewed the relevant universe of indices and has determined that 48% S&P 500 Index (“S&P 500”)/32% MSCI All Country World Ex-US Index (“MSCI ACWI Ex-US”)/20% Barclays Capital Aggregate Bond Market Index (BC Agg) most closely resembles the Composite managed by Sage (the “Composite Benchmark”). The benchmark is rebalanced on a monthly basis. The S&P 500 is a capitalization weighted index of 500 stocks, representing all major industries, designed to measure performance of the broad domestic economy. The BC Agg is an unmanaged index that represents securities that are U.S. Treasuries, U.S. Agencies, U.S. Corporates, mortgage pass-through securities, asset- backed securities, and secured notes having at least one year to final maturity. The MSCI All Country World Index Ex-US (MSCI ACWI Ex-US) is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets, excluding the United States. Calculation Methodology: All valuations, gross, and net returns are based in U.S. Dollars and are computed using a time-weighted total rate of return. Periodic returns have been geometrically linked and annualized for all time periods longer than one year. Portfolio performance results include, and reflect, as applicable, the reinvestment of all interest, accrued income, cash equivalents, realized and unrealized gains and losses. Policies for valuing portfolios, calculating performance, and preparing compliant presentations are available upon request. Risk Disclosures: Actual performance results may differ from Composite returns, depending on the size of the account, investment guidelines and/ or restrictions, inception date and other factors. Past performance is not indicative of future returns. As with any investment vehicle, there is always the potential for gains as well as the possibility of losses. The Composite strategy invests in ETPs such as ETFs and ETNs. Investors should consider ETPs’ investment objectives, risks, charges, and expenses carefully before investing. The investment return and principal value of an ETP will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. ETPs trade like stocks and may trade for less than their net asset value. Investments in ETNs may be subject to the risk that their value is reduced because of a downgrade in the issuer’s credit rating, potentially resulting in default. Statistical Definitions: Standard Deviation: a gauge of risk that measures the degree of dispersion of a portfolio’s returns relative to its mean; Sharpe Ratio: a gauge of excess return of a portfolio above the risk free rate (90-day T Bills) divided by the portfolio’s standard deviation; Up Market (Down Market) Capture: measure of the manager’s performance in up or down markets relative to the market index itself. Dana Large Cap equity Strategy Inve st me ntAdvisorsDANA Firm Overview As of March 31, 2019 Dana Investment Advisors, Inc. • 20700 Swenson Drive • Suite 400 • Waukesha, Wisconsin 53186 • P.O. Box 1067 • Brookfield, WI 53008-1067 e-mail: Info@DanaInvestment.com • website: www.DanaInvestment.com • (800) 765-0157Preliminary as of 04/09/2019Dana Investment aDvIsors Dana Investment Advisors was built on the belief that adhering to a defined investment process allows our professionals to focus on the fundamentals of consistent outperformance through security selection. Dana is an asset management firm that helps guide clients through an ever-changing market environment while ensuring we listen to them so their needs are taken into account. Our objective is straightforward: Deliver consistent excess returns with lower risk and provide clients with exceptional, personal and timely service. The foundations of our investment process and risk-controlled portfolio construction are similar across the actively managed U.S. equity, fixed income and blended strategies ranging from large to small cap equity, socially responsible, taxable and tax-exempt fixed income strategies. • Founded in 1980 • Employee-owned • $6.8 billion of assets under advisement • Headquartered in Brookfield, Wisconsin • Domestic equity, taxable and tax-exempt fixed income, and ESG asset manager Dana Strategies available on the Lifetime Investment Platform: • Dana Municipal ETF Bond Strategy • Dana All Cap Equity Strategy • Dana Social ESG Equity Strategy HERITAGE A strong family culture QUALITY Excellence in meeting client expectations EXPERTISE Focus on what we do best CONSISTENCY Adherence to a uniform process Since our founding in 1980, Dana has remained independent and employee-owned. Our investment firm is built on trust, integrity, and professional experience. Dana has assembled an investment team with diverse skill sets and specialized knowledge. We are adept at navigating challenging market environments and developing customized solutions. Dana strives to provide personalized client service and excellence in everything it does. We are uncompromising in our efforts to deliver superior results to clients. Dana implements a uniform investment process to minimize volatility and improve consistency of returns. We seek repeatable and predictable results to most effectively grow cumulative wealth. ca ✔ LS 04/10/2019 www.DanaInvestment.comMARCH 2019INTRODUCTION TO THE:DANA MUNICIPAL ETF BONDSTRATEGY HERITAGE A strong family culture QUALITY Excellence in meeting client expectations EXPERTISE Focus on what we do best CONSISTENCY Adherence to a uniform process Since our founding in 1980, Dana has remained independent and Employee-owned. Our investment firm is built on trust, integrity, and professional experience. Dana strives to provide personalized client service and excellence in everything it does. We are uncompromising in our efforts to deliver superior results to clients. Dana has assembled an investment team with diverse skill sets and specialized knowledge. We are adept at navigating challenging market environments and developing customized solutions. Dana implements a uniform investment process to minimize volatility and improve consistency of returns. We seek repeatable and predictable results to most effectively grow cumulative wealth. THE WISE CHOICE Inve stme ntAdvisorsDANA www.DanaInvestment.com 2 Internal use only. Not for distribution to the public. www.DanaInvestment.com05/06/2019Dana Investment Advisors was built on the belief that adhering to a defined investment process allows our professionals to focus on the fundamentals of consistent outperformance through security selection. DANA INVESTMENT ADVISORS •Founded in 1980 •Employee-owned •Domestic equity, taxable and tax-exempt fixed income, and ESG asset manager •$6.9 billion of assets under advisement as of March 31, 2019 •Headquartered in Brookfield, Wisconsin We’ve never wavered from our goal of providing above market returns while reducing volatility for our clients. Pensions & investments Best Places to Work aWard 2018 / 2017 / 2016 / 2015 / 2014 / 2013 / 2012 We are delighted to be named to Pensions & Investments Best Places to Work in Money Management. Dana Investment Advisors is one of only five firms to have received this recognition for seven consecutive years, since P&I began its program in 2012. CEO Mark Mirsberger stated, “Being named to Pensions and Investments Best Places to Work list for the seventh year in a row is a great honor. A lot is asked of our employees as we work in a very demanding field. High employee satisfaction and retention lead to strong client relationships and business results. It should come as no surprise that we integrate these insights into our research process to help us identify investible companies benefiting from similar values and practices.” 3 Internal use only. Not for distribution to the public. DANA MUNICIPAL ETF BONDSTRATEGYwww.DanaInvestment.comDana has managed municipal bond portfolios for over 30 yearsOne of the firm’s founding strategiesOur business channels include institutional investors, advisor groups, and wealth management clientsInvestment philosophy:Provide consistent returns with lower levels of risk over long time horizonsValue the “bedrock” nature of the municipal allocation in a client’s portfolioAvoid market timing or making interest rate “bets” to enhance yield/performanceAvoid purchasing speculative securities that increase portfolio volatility and could lead to potential loss ofprincipalDana portfolios are high quality, well diversified, and duration focusedDANA MUNICIPAL EXPERIENCESource: Dana Investment Advisors, Inc.Internal use only. Not for distribution to the public.4 DANA MUNICIPAL ETF BONDSTRATEGYwww.DanaInvestment.comSource: Dana Investment Advisors, Inc.Internal use only. Not for distribution to the public.The Dana Municipal ETF Bond Strategy was developed based on feedback from our business partnersWhile working with various relationships, we recognized that there were common themesThere are a meaningful number of investors that do not meet allocation minimums and, therefore, cannotget access to active municipal managementThat it is difficult for investors and advisors to build a diversified municipal bond portfolio on their ownOur goal was to replicate the high-quality, duration-focused portfolio we are delivering to our individualbond clients in an active, diversified model portfolio for smaller accountsThe Strategy’s primary objectives are:Preservation of capitalFederally tax-advantaged incomeCredit/duration managementLiquidity managementDANA MUNICIPAL ETF STRATEGY5 DANA MUNICIPAL ETF BONDSTRATEGYwww.DanaInvestment.comMarket analysisEvaluate macro/microeconomic environmentShape of yield curveSteepness/Flatness of yield curveFactor both current and forecasted interest-rate expectationsMonitor fund flowsMunicipal versus Treasury yield ratiosSecurity analysisImplement security screen to identify investableuniverseRelative value yield analysisDiversify investments across multiple durationsMonitor market and securities through holdingperiodINVESTMENT PROCESSSource: Dana Investment Advisors, Inc.Internal use only. Not for distribution to the public.6 DANA MUNICIPAL ETF BONDSTRATEGYwww.DanaInvestment.comThe entire tax-exempt municipal universe is considered for investmentDana’s security screening process begins by filtering securities by credit qualityScreen would exclude speculative investments or “high yield” securities that generally increase portfoliovolatility and could lead to impairmentHigh-quality municipals have a lower correlation to other assets in the client’s portfolioProvides for better diversificationOther screening factors:Effective duration (Interest Rate Risk Factor)Assets under management (Liquidity factor)Number of ETF holdings (Liquidity factor)Bid/ask spread (Liquidity factor)30-Day SEC Yield (Total return factor)Expense ratio (Total return factor)1/3/5 year, and since inception returns (Total return factor)Screened securities would then be used in combination to achieve a target yield, average credit quality,and durationINVESTABLE UNIVERSESource: Dana Investment Advisors, Inc.Internal use only. Not for distribution to the public.7 DANA MUNICIPAL ETF BONDSTRATEGYwww.DanaInvestment.comInvestment monitoring and rebalancing are ongoing aspects of our portfolio management processPortfolio monitoring would include:Analyzing securities that may have reached their peak potential Includes performance assessment relative to the market as a whole, as well as a relative valuation, against securities available replacementSecurities that could be impacted by a change in market environmentThe investable universe is reviewed on a quarterly basisExisting securities are reviewed to ensure they continue to meet goals/objectivesAdditional securities are reviewed for inclusion in the modelPortfolio holdings are reviewed monthly from a volatility perspectiveModel is rebalanced monthly based on volatility factor adjustmentONGOING PORTFOLIO MONITORINGSource: Dana Investment Advisors, Inc.Internal use only. Not for distribution to the public.8 www.DanaInvestment.com05/17/2019See Important Disclosure Information 30-Day SEC Yield †2.12% Taxable Equivalent 30-Day SEC Yield † (Federal Income Tax Rate: 40.8%‡) 3.59% Dividend Yield †2.30% Average Credit Quality AA Effective Duration 5.47 Years † Most recently available quarterly fact sheets published by the issuers of tickers MLN, MUB, PZA, SHM, SUB, and VTEB. ‡ Calculation assumes 37.0% Federal Income Tax Rate and 3.8% Medicare Surtax (on net investment income). Dana Municipal ETF Bond Strategy Investment Philosophy • Provide consistent returns with lower levels of risk over long- time horizons. • Value the “bedrock” nature of the municipal allocation in a client’s portfolio. • Avoid market timing or making interest rate “bets” to enhance yield/performance. • Avoid purchasing speculative securities that increase portfolio volatility and could lead to potential loss of principal. Characteristics As of March 31, 2019 (gross of fees) DANA MUNICIPAL ETF BOND STRATEGY PROFILE AND OVERVIEW Moody’s Global Long-Term Investment Grade Rating Scale-Obligations rated: Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.; Aa high quality and very low credit risk.; A upper-medium grade and low credit risk.; Baa medium-grade and moderate credit risk and as such may possess certain speculative characteristics. Appended numerical modifiers 1,2, and 3 : 1 indicates that the obligation ranks in the higher end of its generic rating category; 2 mid-range ranking; and 3 lower end of that generic rating category. Additionally, a “(hyb)” indicator is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms. Together with the hybrid indicator, the long-term obligation rating assigned to a hybrid security is an expression of the relative credit risk associated with that security. Additional Sources: Dana Investment Advisors, Bloomberg Finance L.P., BondEdge For Primerica Lifetime Investment Platform accounts, Dana Investment Advisors will provide model investment strategies to Primerica Advisors. Dana anticipates that Primerica Advisors will generally follow the models. However, Primerica Advisors, not Dana, has investment authority over client accounts on the Lifetime Investment Platform. Assets invested in a Dana model through the Lifetime Investment Platform will experience performance results different from the performance results produced by Dana’s discretionary management of the strategy based on the fees charged by Primerica Advisors, as well as Primerica Advisors’ management of its program and each client’s account. INTERNAL USE ONLY. NOT FOR DISTRIBUTION TO THE PUBLIC. 9 DANA MUNICIPAL ETF BONDSTRATEGYwww.DanaInvestment.comDana Municipal ETF Bond Strategy advantages:35 years of municipal bond experience Federally tax-advantaged incomeHigh quality portfolio (AA-rated)Consistent investment philosophyDiversified, duration managed portfolio$25k allocation minimumKEY SELLING POINTSSource: Dana Investment Advisors, Inc.Internal use only. Not for distribution to the public.10 DANA MUNICIPAL ETF BONDSTRATEGYwww.DanaInvestment.comSource: Dana Investment Advisors, Inc.Internal use only. Not for distribution to the public.Why should I use a tax-exempt strategy in a qualified plan?What are your expectations for the federal reserve in 2019?Is the strategy state specific?Can my clients take monthly/quarterly distributions?Can my clients tax loss harvest?FREQUENTLY ASKED QUESTIONS11 www.DanaInvestment.com05/17/2019Dana Investment Advisors, Inc. (Dana) claims compliance with the Global Investment Performance Standards (GIPS®) and has prepared and presented this report in compliance with the GIPS standards. Dana has been independently verified for the periods January 1, 1992 through December 31, 2017. The verification report is available upon request. Verification assesses whether (1) the firm has complied with all the composite construction requirements of the GIPS standards on a firm-wide basis and (2) the firm’s policies and procedures are designed to calculate and present performance in compliance with the GIPS standards. Verification does not ensure the accuracy of any specific composite presentation. • Definition of Firm: Dana Investment Advisors, Inc. is a SEC registered independent investment management firm established in 1980 and is not affiliated with any parent organization. Dana manages a variety of equity, fixed income and balanced portfolios for primarily U.S. institutional, individual and mutual fund clients. • Composite Creation Date: August 1, 2017. • Composite Definition: The Dana Municipal ETF Bond composite includes all institutional fixed income portfolios that invest in short to intermediate duration U.S. municipal fixed income ETF securities with the goal of providing competitive current yield within a well-diversified, high credit quality, short to intermediate duration municipal fixed income strategy. The composite does not have a minimum size criterion for membership. A complete list of composite descriptions is available upon request. • Benchmark Description: The benchmark for the Dana Municipal ETF Bond composite is the ICE BofA ML 3-7 Year Municipal Index. • Performance and Fees: Valuations are computed and performance is reported in U.S. dollars. Gross-of-fees returns are presented before management and custodial fees but net of all ETF and trading related expenses. Net-of-fees returns are calculated by deducting actual investment management fees from the monthly gross-of-fees returns. Currently, the sole portfolio within the strategy is non fee paying. Clients will be charged fees directly by third party investment platforms to which Dana provides a model portfolio. Dana investment management fees may vary based upon the differences in size, composition and servicing needs of client accounts. A complete description of Dana’s investment advisory fee schedule is contained in the Firm’s Form ADV Part 2A, a copy of which is available upon request. Policies for valuing portfolios, calculating performance and preparing compliant presentations are also available upon request. • Standard Deviation: The 36 month annualized standard deviation measures the variability of the gross-of-fees composite and the benchmark monthly returns for the period. The 36 month annualized standard deviation is not presented for YTD 2017, calendar 2018, and year-to-date 2019 as the periods are less than 36 months from the composite’s inception. • Internal Dispersion: Internal dispersion is calculated using the equal-weighted standard deviation of annual gross returns of those portfolios that were included in the composite for the entire year. Past performance is not indicative of future results. † Most recently available quarterly fact sheets published by the issuers of tickers MLN, MUB, PZA, SHM, SUB, and VTEB The following information applies only to Dana's Strategy Composite and, therefore, excludes actual Lifetime Investment Platform performance and associated Primerica Advisors fees. 8/1/2017 to 12/31/2017 2018 03/31/2019 YTD 2019 Total Return Gross of Fees 1.39% 0.13%2.14% Total Return Net of Fees 1.39% 0.13%2.14% ICE BofA ML 3-7 Year Municipal Index -0.78% 1.77%2.09% Composite 36 Month Standard Deviation N/A N/A N/A ICE BofA ML 3-7 Year Municipal Index Standard Deviation N/A N/A N/A Number of Portfolios 100.00% 100.00%100% Internal Dispersion N/A N/A N/A Composite Assets (US$ millions)0.10 0.10 0.10 Strategy Assets (US$ millions)0.10 0.10 0.10 Total Firm Assets (US$ millions)4,865.7 5,183.2 4,506.4 Total Entity Assets (US$ millions)7,538.4 7,454.1 6,935.2 Strategy Assets and Total Entity Assets include applicable composite assets,wrap program assets and model portfolio assets and are presented as supplemental information. Dana does not have final trading authority on model portfolio assets, which are excluded from both Composite Assets and Total Firm Assets. DANA MUNICIPAL ETF BOND STRATEGY DISCLOSURE INFORMATION INTERNAL USE ONLY. NOT FOR DISTRIBUTION TO THE PUBLIC. 12 20700 Swenson DriveSuite 400Waukesha, Wisconsin 53186Mailing Address:P.O. Box 1067Brookfield, Wisconsin 53008-1067800-765-0157www.DanaInvestment.com Dana Investment Advisors, Inc. • 20700 Swenson Drive • Suite 400 • Waukesha, Wisconsin 53186 • P.O. Box 1067 • Brookfield, WI 53008-1067 e-mail: Info@DanaInvestment.com • website: www.DanaInvestment.com • (800) 765-0157 All data is gross of fees unless otherwise noted APPROVED FOR ADVISOR USE OR ONE-ON-ONE PRESENTATIONS ONLY As of March 31, 2019 Inve st me ntAdvisorsDANA QUARTERLY Fact SheetDana Large Cap equity StrategyDana Municipal ETF BonD STraTEgy Inception Date August 01, 2017 30-Day SEC Yield ‡2.12% Taxable Equivalent Yield ‡ ¹3.59% Dividend Yield †2.30% Duration ‡5.47 Average Credit Quality †AA Aaa 24.03% Aa 55.64% A 14.57% BBB 5.24% NR ²0.51% 0 - 3 Year 25.05% 3 - 5 Year 18.53% 5 - 10 Year 10.69% 10 - 20 Year 19.85% +20 Year 25.88% Dana Municipal ETF Bond StrategyProfile Characteristics Dana Municipal ETF Bond Strategy Credit Quality ‡Dana Municipal ETF Bond Strategy ² Credit Quality "NR" includes both non-rated bonds and cash. Due to rounding, totals may not equal 100%. ¹ Calculation assumes 37.0% Federal Income Tax Rate and 3.8% Medicare Surtax (on net investment income). Due to rounding, totals may not equal 100%. Maturity Allocation ‡ as of 3/31/2019 Dana Municipal ETF Bond Strategy i nv ESTME n T p hilo S ophy We believe a well-diversified portfolio should contain high quality, tax-efficient, fixed income investments that provide more predictable investment results, making it easier to grow cumulative wealth over time. i nv ESTME n T o B j E c T iv E The Dana Municipal Exchange Traded Fund (ETF) Bond Strategy seeks to deliver attractive tax-free income with a focus on managing both credit quality and duration risk. i nv ESTME n T S T ra TE gy The Dana Municipal ETF Bond Strategy is designed to deliver attractive after tax yield while limiting portfolio volatility. We actively manage credit quality and duration by concentrating our security selection on investments possessing high credit quality characteristics along with diversified duration exposure. Dana’s Municipal ETF Bond Strategy is constructed to be cost and tax efficient, and strives for consistent returns with lower levels of risk over longer time horizons. Current QTR 1 Year Since Inception Dana Municipal ETF Bond Strategy ᵃ 2.14%3.65%2.20% Dana Municipal ETF Bond Strategy ᵇ 1.64%1.64%0.21% Average Annual Total Return (gross of fees) as of 3/31/2019 Unannualized ᵇ Performance represents actual Composite performance net of the max annual fee of 1.97% charged by Primerica Advisors to clients invested in the strategy through the Lifetime Investment Platform. ᵃ Performance represents actual Composite performance gross of all Dana Investment Advisors fees and gross of all Primerica Advisors fees. Data and Chart Sources: Dana Investment Advisors; † Bloomberg Finance L.P.; ‡ Most recently available quarterly fact sheets published by the issuers of tickers MLN, MUB, PZA, SHM, SUB, and VTEB. For Primerica Lifetime Investment Platform accounts, Dana Investment Advisors will provide model investment strategies to Primerica Advisors. Dana anticipates that Primerica Advisors will generally follow the models. However, Primerica Advisors, not Dana, has investment authority over client accounts on the Lifetime Investment Platform. Assets invested in a Dana model through the Lifetime Investment Platform will experience performance results different from the performance results produced by Dana’s discretionary management of the strategy based on the fees charged by Primerica Advisors, as well as Primerica Advisors’ management of its program and each client’s account. Dana Investment Advisors, Inc. • 20700 Swenson Drive • Suite 400 • Waukesha, Wisconsin 53186 • P.O. Box 1067 • Brookfield, WI 53008-1067 e-mail: Info@DanaInvestment.com • website: www.DanaInvestment.com • (800) 765-0157 All data is gross of fees unless otherwise noted APPROVED FOR ADVISOR USE OR ONE-ON-ONE PRESENTATIONS ONLY F ixed i ncome P ort F olio m anagement t eam J. JOSEPH VERANTH, CFA Chief Investment Officer ROBERT LEUTY, CFA Director of Fixed Income BRIAN LEHKY Senior Vice President NOAMAN SHARIEF Senior Vice President MATTHEW SLOWINSKI, CFA Senior Vice President As of March 31, 2019Dana Municipal ETF BonD STraTEgy The following information applies only to Dana's Strategy Composite and, therefore, excludes actual Lifetime Investment Platform performance and associated Primerica Advisors fees. 8/1/2017 to 12/31/2017 2018 YTD 2019 Total Return Gross of Fees 1.39%0.13%2.14% Total Return Net of Fees 1.39%0.13%2.14% ICE BofA ML 3-7 Year Municipal Index -0.78%1.77%2.09% Composite 36 Month Standard Deviation N/A N/A N/A ICE BofA ML 3-7 Year Municipal Index Standard Deviation N/A N/A N/A Number of Portfolios 1 1 1 Internal Dispersion N/A N/A N/A Composite Assets (US$ millions)0.1 0.1 0.1 Strategy Assets (US$ millions)0.1 0.1 0.1 Total Firm Assets (US$ millions)4,865.7 5,183.2 4,506.4 Total Entity Assets (US$ millions)7,538.4 7,454.1 6,935.2 Strategy Assets and Total Entity Assets include applicable composite assets,wrap program assets and model portfolio assets and are presented as supplemental information. Dana does not have final trading authority on model portfolio assets, which are excluded from both Composite Assets and Total Firm Assets. Dana Investment Advisors, Inc. (Dana) claims compliance with the Global Investment Performance Standards (GIPS®) and has prepared and presented this report in compliance with the GIPS standards. Dana has been independently verified for the periods January 1, 1992 through December 31, 2017. The verification report is available upon request. Verification assesses whether (1) the firm has complied with all the composite construction requirements of the GIPS standards on a firm-wide basis and (2) the firm’s policies and procedures are designed to calculate and present performance in compliance with the GIPS standards. Verification does not ensure the accuracy of any specific composite presentation. • Definition of Firm: Dana Investment Advisors, Inc. is a SEC registered independent investment management firm established in 1980 and is not affiliated with any parent organization. Dana manages a variety of equity, fixed income and balanced portfolios for primarily U.S. institutional, individual and mutual fund clients. • Composite Creation Date: August 1, 2017. • Composite Definition: The Dana Municipal ETF Bond composite includes all institutional fixed income portfolios that invest in short to intermediate duration U.S. municipal fixed income ETF securities with the goal of providing competitive current yield within a well-diversified, high credit quality, short to intermediate duration municipal fixed income strategy. The composite does not have a minimum size criterion for membership. A complete list of composite descriptions is available upon request. • Benchmark Description: The benchmark for the Dana Municipal ETF Bond composite is the ICE BofA ML 3-17 Year Municipal Index. • Performance and Fees: Valuations are computed and performance is reported in U.S. dollars. Gross-of-fees returns are presented before management and custodial fees but net of all ETF and trading related expenses. Net-of-fees returns are calculated by deducting actual investment management fees from the monthly gross-of-fees returns. Currently, the sole portfolio within the strategy is non fee paying. Clients will be charged fees directly by third party investment platforms to which Dana provides a model portfolio. Dana investment management fees may vary based upon the differences in size, composition and servicing needs of client accounts. A complete description of Dana’s investment advisory fee schedule is contained in the Firm’s Form ADV Part 2A, a copy of which is available upon request. Policies for valuing portfolios, calculating performance and preparing compliant presentations are also available upon request. • Standard Deviation: The 36 month annualized standard deviation measures the variability of the gross-of-fees composite and the benchmark monthly returns for the period. The 36 month annualized standard deviation is not presented for YTD 2017 and YTD 2018 as the periods are less than 36 months from the composite’s inception. • Internal Dispersion: Internal dispersion is calculated using the equal-weighted standard deviation of annual gross returns of those portfolios that were included in the composite for the entire year. Past performance is not indicative of future results. Data and Chart Sources: Dana Investment Advisors; † Bloomberg Finance L.P.; ‡ Most recently available quarterly fact sheets published by the issuers of tickers MLN, MUB, PZA, SHM, SUB, and VTEB. Sector Allocation as of March 31, 2019 † Due to rounding, totals may not equal 100% 37% - General Purpose 14% - Toll Roads, Streets, and Highways 12% - Water & Sewer 11% - Primary & Secondary Education 8% - Higher Education 6% - Mass & Rapid Transit 5% - Electric & Power 3% - Airports 2% - Other Transportation 1% - Hospitals Dana Investment Advisors, Inc. • 20700 Swenson Drive • Suite 400 • Waukesha, Wisconsin 53186 • P.O. Box 1067 • Brookfield, WI 53008-1067 e-mail: Info@DanaInvestment.com • website: www.DanaInvestment.com • (800) 765-0157 All data is gross of fees unless otherwise noted APPROVED FOR ADVISOR USE OR ONE-ON-ONE PRESENTATIONS ONLYPreliminary as of 04/10/2019As of March 31, 2019 Inve st me ntAdvisorsDANA QUARTERLY Fact SheetDana Social ESG Equity StratEGy Profile Benchmark Inception Date Avg Number of Holdings Target Cash Individual Security Limit Sector Limit P/E NTM ¹15.5 17.1 EV/EBITDA ¹12.2 13.1 Historical 3Yr Sales Growth 10.3%9.3% Return on Equity (ROE) ²28.5%25.8% Active Share 75.3%- Market Cap (billions)$ 144.4 $ 230.7 Median Market Cap (billions)$ 49.1 $ 21.5 Dividend Yield 2.2%2.0% 3 Year Dividend Growth 16.2%11.7% Alpha 3.24 - Beta 0.87 1.00 Sharpe Ratio 0.50 0.27 Batting Average .552 - Information Ratio 0.53 - Market Capture (c) Quarterly Returns Since 3/31/2000 Up Market Capture Ratio 101.5%100% Down Market Capture Ratio 78.5%100% Dana Social ESG Equity < 4% Dana Social ESG Equity Strategy S&P 500 Index January 31, 2000 50-55 0 - 1% Sector Neutral Dana Social ESG Equity Dana Social ESG Equity Benchmark Index Statistics Since 1/31/2000 (b) Characteristics (a) (b) Weighted Average unless noted: 1 Weighted Harmonic Average; 2 Weighted Median S&P 500 Index Benchmark Index Risk / Return (b) January 31, 2000 to March 31, 2019 Dana Social ESG Equity Strategy Benchmark Index 0 1 2 3 4 5 6 7 8 9 10 0 1 2 3 4 5 6 7 8 9 10 13.6 13.8 14.0 14.2 14.4 14.6 14.8 15.0 Annualized Return (%) (gross of fees)Annualized Return (%) (gross of fees)Annualized Monthly Standard Deviation (%) Current QTR 1 Year 3 Year 5 Year 10 Year Dana Social ESG Equity Strategy ¹13.25%4.57%9.73%7.76%14.69%8.58% Dana Social ESG Equity Strategy ²12.69%2.44%7.49%5.56%12.36%6.37% Benchmark Index 13.65%9.50%13.51%10.91%16.20%5.68% Since Inception ¹ Performance represents actual Composite performance gross of all Dana Investment Advisors fees and gross of all Primerica Advisors fees; ² Performance represents actual Composite performance net of the max annual fee of 2.07% charged by Primerica Advisors to clients invested in the strategy through the Lifetime Investment Platform Average Annual Total Return as of 3/31/2019 Unannualized i nv ES tm E nt P hilo S o P hy Dana adheres to a relative value investment philosophy that combines structural risk controls with stock selection. We believe that a disciplined process of active management can add value over time. i nv ES tm E nt o bj E ctiv E Dana’s Social ESG Equity Strategy seeks to outperform the S&P 500 Index with lower volatility over a full market cycle, thereby helping to deliver more consistent returns for an investor’s screened U.S. equity exposure. i nv ES tm E nt S trat EG y Dana’s Social ESG Equity Strategy holds a diversified portfolio of 50 to 55 stocks from our screened universe. We fully integrate Environmental, Social and Governance (ESG) factors into our analysis. Our comprehensive and balanced ESG rankings help determine companies for inclusion in our investment universe. Our process then incorporates a wide spectrum of valuation, growth and profitability metrics to help identify securities that possess attractive valuation and growth characteristics relative to their peers. Risk controls are always implemented throughout the portfolio construction process, and we look to add value with disciplined fundamental stock selection. The Strategy includes a blend of characteristics designed to help navigate through all market cycles. Dana Social ESG Equity Strategy S&P 500 Index quartEr EnD holDinGS-baSED StylE (b) For Primerica Lifetime Investment Platform accounts, Dana Investment Advisors will provide model investment strategies to Primerica Advisors. Dana anticipates that Primerica Advisors will generally follow the models. However, Primerica Advisors, not Dana, has investment authority over client accounts on the Lifetime Investment Platform. Assets invested in a Dana model through the Lifetime Investment Platform will experience performance results different from the performance results produced by Dana’s discretionary management of the strategy based on the fees charged by Primerica Advisors, as well as Primerica Advisors’ management of its program and each client’s account. Data and Chart Sources: Dana Investment Advisors; (a) FactSet Research Systems; (b) Morningstar Direct; (c) Informa Investment Solutions - PSN Enterprises Dana Investment Advisors, Inc. • 20700 Swenson Drive • Suite 400 • Waukesha, Wisconsin 53186 • P.O. Box 1067 • Brookfield, WI 53008-1067 e-mail: Info@DanaInvestment.com • website: www.DanaInvestment.com • (800) 765-0157 All data is gross of fees unless otherwise noted APPROVED FOR ADVISOR USE OR ONE-ON-ONE PRESENTATIONS ONLYPreliminary as of 04/10/2019E quit y P ortfolio M anag EME nt t E a M DUANE ROBERTS, CFA Director of Equities GREG DAHLMAN, CFA Senior Vice President MICHAEL HONKAMP, CFA Senior Vice President DAVID STAMM, CFA Senior Vice President DAVID WEINSTEIN, JD Equity Analyst SEAN MCLEOD, CFA Equity Analyst MIKHAIL ALKHAZOV, CFA Equity Analyst As of March 31, 2019Dana Social ESG Equity StratEGy 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 YTD 2019 Total Return Gross of Fees 24.63%16.81%1.22%14.97%38.65%16.63%-1.72%6.56%21.15%-9.63%13.25% Total Return Net of Fees 24.06%16.27%0.63%14.33%37.91%16.03%-2.27%6.02%20.59%-10.08%13.13% Benchmark Return 31.73%15.06%2.11%16.00%32.39%13.69%1.38%11.96%21.83%-4.38%13.65% Composite 36 Month Standard Deviation 18.31%20.16%17.46%15.31%13.17%9.90%10.93%11.21%10.35%11.29%10.85% Benchmark 36 Month Standard Deviation 19.55%21.74%18.81%15.09%11.94%8.97%10.47%10.59%9.92%10.80%10.58% Number of Portfolios 38 54 77 86 79 125 81 94 49 48 48 Internal Dispersion 2.67%1.60%1.07%0.87%1.16%1.08%0.44%0.82%0.29%0.36%N/A Composite Assets (US$ millions)41.7 56.4 65.5 76.4 88.2 150.2 91.1 214.7 198.5 315.2 350.8 % of Bundled Fee Assets 27.9%39.6%48.2%46.7%53.7%52.6%47.3%31.3%14.6%8.0%8.2% Strategy Assets (US$ millions)73.9 102.8 132.1 158.2 252.8 369.8 470.5 584.0 589.1 658.8 694.5 Total Firm Assets (US$ millions)2,424.8 2,638.4 3,061.2 3,264.2 3,664.9 4,091.7 4,490.7 4,769.4 4,865.7 5,183.2 4,530.5 Total Entity Assets (US$ millions)2,667.0 2,854.5 3,294.4 3,622.2 4,486.3 5,383.3 6,634.5 7,172.0 7,538.4 7,454.1 6,801.4 Strategy Assets and Total Entity Assets are presented as supplemental information which includes applicable composite assets valued as of the most recent calendar quarter end, and wrap program and model portfolio assets valued as of the prior calendar quarter end. Dana does not have final trading authority on model portfolio assets, which are excluded from both Composite Assets and Total Firm Assets. Communication Services 9.78%10.11% Consumer Discretionary 10.17%10.15% Consumer Staples 7.59%7.33% Energy 5.33%5.43% Financials 12.65%12.69% Health Care 14.29%14.57% Industrials 9.51%9.48% Information Technology 21.33%21.19% Materials 2.80%2.64% Real Estate 3.18%3.09% Utilities 3.37%3.33% Dana Social ESG Equity S&P 500 IndexSector Allocation Due to rounding, totals may not equal 100% Alphabet Inc 2.22% Microsoft Corp 2.19% Apple Inc 2.18% Cisco Systems Inc 2.10% Best Buy Co Inc 2.07% Comcast Corp 2.05% General Mills Inc 2.04% CDW Corp 2.01% Intel Corp 2.01% Facebook Inc 2.00% Dana Social ESG Equity Top 10 Holdings Dana Investment Advisors, Inc. (“Dana”) claims compliance with the Global Investment Performance Standards (GIPS®) and has prepared and presented this report in compliance with the GIPS standards. Dana has been independently verified for the periods January 1, 1992 through December 31, 2017. The verification report is available upon request. Verification assesses whether (1) the firm has complied with all the composite construction requirements of the GIPS standards on a firm-wide basis and (2) the firm’s policies and procedures are designed to calculate and present performance in compliance with the GIPS standards. Verification does not ensure the accuracy of any specific composite presentation. • Definition of Firm: Dana Investment Advisors, Inc. is a SEC registered independent investment management firm established in 1980 and is not affiliated with any parent organization. Dana manages a variety of equity, fixed income and balanced portfolios for primarily U.S. institutional, individual and mutual fund clients. • Composite Creation Date: January 31, 2000. The composite was known as the Dana Socially Responsible Equity composite through December 30, 2017 and thereafter known as the Dana Social ESG Equity composite. • Composite Definition: The Dana Social ESG Equity composite includes all fee-paying, discretionary equity portfolios that invest in U.S. equities with the goal of providing long-term capital appreciation within a well-diversified ESG integrated equity strategy. The composite does not have a minimum size criterion for membership. A complete list of composite descriptions is available upon request. • Benchmark Description: The current benchmark for the Dana Social ESG Equity composite is the S&P 500 Index. Prior to January 1, 2010, the MSCI KLD 400 Social Index was used as the composite’s primary benchmark and the S&P 500 Index was a secondary benchmark. The change was made as the investment process and characteristics of Dana Social ESG Equity portfolios more closely match those of the S&P 500 Index. • Composite Construction: Prior to April 1, 2008, the composite included the Social ESG Equity segment of balanced accounts. Cash was allocated to these segments based on the average cash position of the Social ESG Equity “only” portfolios in the composite. Composite assets within the Social ESG Equity segment of balanced accounts at calendar year end were 49.0% in 2006 and 41.6% in 2007. • Performance and Fees: Valuations are computed and performance is reported in U.S. dollars. Gross-of-fees returns are presented before investment management and custodial fees but after all trading expenses. The composite contains both traditional commission paying and bundled-fee (i.e. asset based pricing) portfolios. Trading costs are allocated to bundled-fee portfolios at actual asset based rates. If actual asset based trading costs cannot be readily identified, the entire bundled fee (which may include costs for administration, investment management, custody, asset allocation, etc.), net of Dana’s investment management fees, is deducted from the gross return. Prior to April 1, 2008, transaction costs were allocated to bundled fee trades at a per share commission rate equal to Dana’s preferred list of non-directed institutional brokers. Net-of-fees returns are calculated by deducting actual Dana investment management fees from the monthly gross-of-fees returns. Dana’s investment management fees may vary based upon the differences in size, composition and servicing needs of client accounts. A complete description of Dana’s investment advisory fee schedule is contained in the Firm’s Form ADV Part 2A, a copy of which is available upon request. Policies for valuing portfolios, calculating performance and preparing compliant presentations are available upon request. • Standard Deviation: The 36 month annualized standard deviation measures the variability of the monthly gross-of-fees composite and the benchmark monthly returns for the period. • Internal Dispersion: Dispersion is calculated using the equal-weighted standard deviation of annual gross returns of those portfolios that were included in the composite for the entire year. Past performance is not indicative of future results. Data and Chart Sources: Dana Investment Advisors; (a) FactSet Research Systems; (b) Morningstar Direct; (c) Informa Investment Solutions - PSN Enterprises UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34680 Primerica, Inc. (Exact name of registrant as specified in its charter) Delaware 27-1204330 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1 Primerica Parkway Duluth, Georgia 30099 (Address of principal executive offices) (ZIP Code) Registrant’s telephone number, including area code: (770) 381-1000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $0.01 Par Value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No The aggregate market value of the voting common equity held by non-affiliates of the registrant as of June 30, 2016, was $2,645,868,915. The number of shares of the registrant’s Common Stock outstanding at January 31, 2017, with $0.01 par value, was 45,700,523. Documents Incorporated By Reference Certain information contained in the Proxy Statement for the Company’s Annual Meeting of Stockholders to be held on May 17, 2017 is incorporated by reference into Part III hereof. TABLE OF CONTENTS Page PART I 1 Item 1. Business 1 Item 1A. Risk Factors 19 Item 1B. Unresolved Staff Comments 32 Item 2. Properties 32 Item 3. Legal Proceedings 32 Item 4. Mine Safety Disclosures 32 Item X. Executive Officers and Certain Significant Employees of the Registrant 32 PART II 34 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 34 Item 6. Selected Financial Data 36 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 37 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 57 Item 8. Financial Statements and Supplementary Data 59 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 94 Item 9A. Controls and Procedures 94 Item 9B. Other Information 97 PART III 98 Item 10. Directors, Executive Officers and Corporate Governance 98 Item 11. Executive Compensation 98 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 98 Item 13. Certain Relationships and Related Transactions, and Director Independence 99 Item 14. Principal Accounting Fees and Services 99 PART IV 100 Item 15. Exhibits, Financial Statement Schedules 100 Signatures 114 i CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS Investors are cautioned that certain statements contained in this report as well as some statements in periodic press releases and some oral statements made by our officials during our presentations are “forward-looking” statements. Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements, and may contain the words “expect”, “intend”, “plan”, “anticipate”, “estimate”, “believe”, “will be”, “will continue”, “will likely result”, and similar expressions, or future conditional verbs such as “may”, “will”, “should”, “would”, and “could.” In addition, any statement concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible actions taken by us or our subsidiaries are also forward-looking statements. These forward-looking statements involve external risks and uncertainties, including, but not limited to, those described under the section entitled “Risk Factors” included herein. Forward-looking statements are based on current expectations and projections about future events and are inherently subject to a variety of risks and uncertainties, many of which are beyond the control of our management team. All forward-looking statements in this report and subsequent written and oral forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties include, among others: •our failure to continue to attract new recruits, retain sales representatives or license or maintain the licensing of our sales representatives would materially adversely affect our business, financial condition and results of operations; •there are a number of laws and regulations that could apply to our distribution model, which could require us to modify our distribution structure; •there may be adverse tax, legal or financial consequences if the independent contractor status of our sales representatives is overturned; •the Company’s or its independent sales representatives' violation of, or non-compliance with, laws and regulations and related claims and proceedings could expose us to material liabilities; •any failure to protect the confidentiality of client information could adversely affect our reputation and have a material adverse effect on our business, financial condition and results of operations; •we may face significant losses if our actual experience differs from our expectations regarding mortality or persistency; •the occurrence of a catastrophic event could materially adversely affect our business, financial condition and results of operations; •our insurance business is highly regulated, and statutory and regulatory changes may materially adversely affect our business, financial condition and results of operations; •a decline in the regulatory capital ratios of our insurance subsidiaries could result in increased scrutiny by insurance regulators and ratings agencies and have a material adverse effect on our business, financial condition and results of operations; •a significant ratings downgrade by a ratings organization could materially adversely affect our business, financial condition and results of operations; •the failure by any of our reinsurers or reserve financing counterparties to perform its obligations to us could have a material adverse effect on our business, financial condition and results of operations; •our Investment and Savings Products segment is heavily dependent on mutual fund and annuity products offered by a relatively small number of companies, and, if these products fail to remain competitive with other investment options or we lose our relationship with one or more of these companies, our business, financial condition and results of operations may be materially adversely affected; •the Company’s or its securities-licensed sales representatives' violations of, or non-compliance with, laws and regulations could expose us to material liabilities; •if heightened standards of conduct or more stringent licensing requirements, such as those proposed by the Securities and Exchange Commission and those adopted by the Department of Labor, are imposed on us or our sales representatives, or selling compensation is reduced as a result of new legislation or regulations, it could have a material adverse effect on our business, financial condition and results of operations; •if our suitability policies and procedures were deemed inadequate, it could have a material adverse effect on our business, financial condition and results of operations; •our sales force support tools may fail to appropriately identify financial needs or suitable investment products; •non-compliance with applicable regulations could lead to revocation of our subsidiary's status as a non-bank custodian; •as our securities sales increase, we become more sensitive to performance of the equity markets; •credit deterioration in, and the effects of interest rate fluctuations on, our invested asset portfolio and other assets that are subject to changes in credit quality and interest rates could materially adversely affect our business, financial condition and results of operations; •valuation of our investments and the determination of whether a decline in the fair value of our invested assets is other-than-temporary are based on estimates that may prove to be incorrect; •changes in accounting standards can be difficult to predict and could adversely impact how we record and report our financial condition and results of operations; •the effects of economic down cycles in the United States and Canada could materially adversely affect our business, financial condition and results of operations; •we are subject to various federal, state and provincial laws and regulations in the United States and Canada, changes in which or violations of which may require us to alter our business practices and could materially adversely affect our business, financial condition and results of operations; ii •litigation and regul atory investigations and actions may result in financial losses and harm our reputation; •the current legislative and regulatory climate with regard to financial services may adversely affect our business, financial condition, and results of operations; •the inability of our subsidiaries to pay dividends or make distributions or other payments to us in sufficient amounts would impede our ability to meet our obligations and return capital to our stockholders; •a significant change in the competitive environment in which we operate could negatively affect our ability to maintain or increase our market share and profitability; •the loss of key employees and sales force leaders could negatively affect our financial results and impair our ability to implement our business strategy; •if one of our significant information technology systems fails, if its security is compromised, or if the Internet becomes disabled or unavailable, our business, financial condition and results of operations may be materially adversely affected; •the current legislative and regulatory climate with regard to cybersecurity may adversely affect our business, financial condition, and results of operations; •in the event of a disaster, our business continuity plan may not be sufficient, which could have a material adverse effect on our business, financial condition and results of operations; •we may be materially adversely affected by currency fluctuations in the United States dollar versus the Canadian dollar; and •the market price of our common stock may fluctuate. Developments in any of these areas could cause actual results to differ materially from those anticipated or projected or cause a significant reduction in the market price of our common stock. The foregoing list of risks and uncertainties may not contain all of the risks and uncertainties that could affect us. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur. Accordingly, undue reliance should not be placed on these statements. We undertake no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law. iii P ART I I TEM 1.BUSINESS. Primerica, Inc. (“Primerica”, “we”, “us” or the “Parent Company”) is a leading distributor of financial products to middle-income households in the United States and Canada with 116,827 licensed sales representatives at December 31, 2016. We assist our clients in meeting their needs for term life insurance, which we underwrite, and mutual funds, annuities, managed investments and other financial products, which we distribute primarily on behalf of third parties. We insured approximately five million lives and have over two million client investment accounts at December 31, 2016. Our distribution model uniquely positions us to reach underserved middle-income consumers in a cost effective manner and has proven itself in both favorable and challenging economic environments. Our mission is to serve middle-income families by helping them make informed financial decisions and providing them with a strategy and means to gain financial independence. Our distribution model is designed to: •Address our clients’ financial needs. Our licensed sales representatives primarily use our proprietary financial needs analysis tool (“FNA”) and an educational approach to demonstrate how our product offerings can assist clients to provide financial protection for their families, save for their retirement and other needs, and manage their debt. Typically, our clients are the friends, family members and personal acquaintances of our sales representatives. Meetings are generally held in informal, face-to-face settings, usually in the clients’ homes. •Provide a business opportunity. We provide an entrepreneurial business opportunity for individuals to distribute financial products. Low entry fees as well as the ability to select their own schedules and time commitments allow our sales representatives to supplement their income by starting their own independent businesses without leaving their current jobs. Our unique compensation structure, technology, sales support and back-office processing are designed to enable our sales representatives to successfully grow their independent businesses. Corporate Structure We conduct our core business activities in the United States through three principal entities, all of which are direct or indirect wholly owned subsidiaries of the Parent Company: •Primerica Financial Services, Inc. (“PFS”), our general agency and marketing company; •Primerica Life Insurance Company (“Primerica Life”), our principal life insurance underwriting company; and •PFS Investments Inc. (“PFS Investments”), our investment and savings products company, broker-dealer and registered investment advisor. Primerica Life is domiciled in Massachusetts, and its wholly owned subsidiary, National Benefit Life Insurance Company (“NBLIC”), is a New York-domiciled life insurance underwriting company. We conduct our core business activities in Canada through three principal entities, all of which are indirect wholly owned subsidiaries of the Parent Company: •Primerica Life Insurance Company of Canada (“Primerica Life Canada”), our Canadian life insurance underwriting company; •PFSL Investments Canada Ltd. (“PFSL Investments Canada”), our Canadian licensed mutual fund dealer; and •PFSL Fund Management Ltd. (“PFSL Fund Management”), our Canadian investment funds manager. Primerica was incorporated in the United States as a Delaware corporation in October 2009 to serve as a holding company for the Primerica businesses (collectively, the “Company”). Our businesses, which prior to April 1, 2010, were wholly owned indirect subsidiaries of Citigroup Inc. (“Citigroup”), were transferred to us by Citigroup on April 1, 2010 in a reorganization pursuant to which we completed an initial public offering in April 2010 (the “IPO”). On March 31, 2010, we entered into certain coinsurance transactions with entities then affiliated with Citigroup and ceded between 80% and 90% of the risks and rewards of our term life insurance policies that were in force at year-end 2009. We continue to administer all policies subject to these coinsurance agreements. Our Clients Our clients are generally middle-income consumers, which we define as households with $30,000 to $100,000 of annual income. According to the 2015 U.S. Census Bureau Current Population Survey, the latest period for which data is available, almost 50% of U.S. households fall in this range. We believe that we understand the financial needs of the middle-income segment which include: •Many have inadequate or no life insurance coverage. Individual life insurance sales in the United States declined from 12.5 million policy sales in 1975 to 9.9 million policy sales in 2015, the latest period for which data is available, according to the Life Insurance Marketing and Research Association International, Inc. (“LIMRA”), a worldwide association of insurance and financial services companies. We believe that term life insurance, which we have provided to middle-income clients for many years, is generally the best option for them to meet their life insurance needs. •Many need help saving for retirement and other personal goals. Many middle-income families continually find it challenging to save for retirement and other goals. By developing personalized savings programs for our clients using our proprietary FNA and offering a wide range of mutual funds, annuities, managed investments and segregated fund products sponsored and managed by 1 established firms, our sales representatives are well equipped to help clients develop long-term savings plans to address their financial needs. •Many need to reduce their consumer debt. Many middle-income families have numerous debt obligations from credit cards, auto loans, and home mortgages. We help our clients address these financial burdens by providing personalized and client-driven debt resolution techniques. •Many prefer to meet face-to-face when considering financial products. Historically, many middle-income consumers have indicated a preference to meet face-to- face when considering financial products or services. As such, we have designed our business model to address this preference in a cost-effective manner. Our Distribution Model Our distribution model, which is based on a traditional insurance agency model and borrows aspects from franchising and direct sales, is designed to reach and serve middle-income consumers efficiently by selling to customers through our sales representatives. Key characteristics of our unique distribution model include: •Independent entrepreneurs: Our sales representatives are independent contractors building and operating their own businesses. This business-within-a-business approach means that our sales representatives are entrepreneurs who take responsibility for selling products, recruiting and developing sales representatives, setting their own schedules and managing and paying the administrative expenses associated with their sales activities. •Flexible time commitment: By offering a flexible time commitment opportunity, we are able to attract a significant number of recruits who desire to earn supplemental income and generally concentrate on smaller-sized transactions typical of middle-income consumers. Our sales representatives are able to start their independent businesses for low entry fees, for which they receive technological support, pre-licensing training and access to licensing examination preparation programs. Our sales representatives sell or refer products directly to consumers, and therefore our business opportunity does not require recruits to purchase and resell our products. Most of our sales representatives begin selling products on a part-time basis, which enables them to hold jobs while exploring an entrepreneurial business opportunity with us. •Incentive to build distribution: When a sale is made, the selling representative receives a commission, as does the licensed representative who recruited him or her in most cases. Sales commissions are paid through several levels of the selling representative’s recruitment organization. This structure motivates existing sales representatives to grow our sales force and provides them with commission income from the sales completed by representatives in their sales organization. •Sales force leadership : A sales representative who has built a successful organization and has obtained his or her life insurance and securities licenses can achieve the sales designation of Regional Vice President (“RVP”), which qualifies him or her to a higher commission schedule. RVPs are independent contractors who open and operate offices for their sales organizations and devote their full-time attention to their businesses. RVPs also support and monitor the sales representatives, on whose sales they earn commissions, in achieving compliance with applicable regulatory requirements. RVPs’ efforts to expand their businesses are a primary driver of our success. •Innovative commission structure: We have developed an innovative system for compensating our independent sales force that is contingent upon product sales. We advance to our sales representatives a significant portion of their insurance commissions upon their submission of an insurance application and the first month’s premium payment. In addition to being a source of motivation, this advance provides our sales representatives with immediate cash flow to offset costs associated with originating the business. In addition, monthly production bonuses are paid to RVPs whose sales organizations meet certain sales levels. With compensation tied to sales activity, our compensation approach accommodates varying degrees of individual productivity, which allows us to effectively use a large group of part- time sales representatives while providing a variable cost structure. In addition, we incentivize our RVPs with equity compensation in the form of quarterly restricted stock units (“equity-based compensation”), which aligns their interests with those of our stockholders. •Large, dynamic sales force: Members of our sales force primarily serve their friends, family members and personal acquaintances through individually driven networking activities. We believe that this warm market approach is an effective way to distribute our product offerings because it facilitates face-to-face interaction initiated by a trusted acquaintance of the prospective client, which is difficult to replicate using other distribution approaches. Due to the large size of our sales force and their active recruiting of new sales representatives, our sales force is able to continually access an expanding base of prospective clients without engaging costly media channels. •Motivational culture: In addition to the motivation for our sales representatives to achieve financial success, we seek to create a culture that inspires and rewards our sales representatives for their personal successes and those of their sales organizations through sales force recognition events and contests. We also use Intranet- streamed broadcasts and local, regional and national meetings to inform and teach our sales representatives, as well as facilitate camaraderie and the exchange of ideas across the sales force organization. These initiatives encourage and empower our sales representatives to develop their own successful sales organizations. •Inclusive culture : Building and maintaining an ethnically and demographically diverse sales force is important to us, as we believe our sales force reflects the middle market communities we serve. As the communities we serve become more diverse, our sales force does as well. 2 Structure and Scalability of Our Sales Force New sales representatives are recruited by existing sales representatives. When these new recruits join our sales force, they become part of the sales organization of the sales representative who recruited them as well as the sales organizations to which the recruiting sales representative belongs. As new sales representatives are successful in recruiting other sales representatives, they begin to build their own organization of sales representatives. We encourage our sales representatives to bring in new recruits to build their own sales organizations, enabling them to earn commissions on sales made by members of their sales organizations. RVPs establish and maintain their own offices, which we refer to as field offices. Additionally, they are responsible for funding the costs of their administrative staff, marketing materials, travel and training and certain recognition events for the sales representatives in their respective sales organizations. Field offices provide a location for our representatives to conduct recruiting meetings, training events and sales-related meetings, disseminate our Intranet-streamed broadcasts, conduct compliance functions, and house field office business records. Some business locations contain more than one onsite field office. At December 31, 2016, approximately 4,840 field offices in approximately 2,749 locations were managed by sales representatives that served as full-time RVPs. RVPs play a major role in training, motivating and monitoring their sales representatives. Because the sales representative’s compensation grows with the productivity of his or her sales organization, our distribution model provides financial rewards to sales representatives who successfully develop, support and monitor productive sales representatives. In addition to our commission structure, we offer the Primerica Ownership Program. This program provides qualifying RVPs a contractual right, upon meeting certain criteria, to transfer their Primerica businesses to another RVP or a qualifying family member at such time as they desire. Furthermore, we have developed proprietary tools and technology to enable our RVPs to reduce the time spent on administrative responsibilities associated with their sales organizations so they can devote more time to the sales and recruiting activities that drive our growth. We believe that our tools and technology, coupled with our sales compensation programs, further incentivize our sales representatives to become RVPs. Both the structure of our sales force and the capacity of our support capabilities provide us with a high degree of scalability as we grow our business. Our support systems and technology are capable of supporting a large sales force and a high volume of transactions. In addition, by sharing training and compliance activities with our RVPs, we are able to grow without incurring proportionate overhead expenses. Recruitment of Sales Representatives The recruitment of sales representatives is undertaken by our existing sales representatives, who identify prospects and share with them the benefits of associating with our organization. Our sales representatives showcase our organization as dynamic and capable of improving lives of middle-income families. After the initial contact, prospective recruits typically are invited to an opportunity meeting, which is conducted by an RVP. The objective of an opportunity meeting is to inform prospective recruits about our mission and their opportunity to start their own business by becoming sales representatives. At the conclusion of each opportunity meeting, prospective recruits are asked to complete an application and pay a nominal entry fee to commence their pre-licensing training and licensing examination preparation programs and, depending on the state or province, to cover their licensing exam registration costs, which are provided by the Company generally at no additional charge. Recruits are not obligated to purchase any of the products we offer in order to become sales representatives, though they may elect to make such purchases. Recruits may become our clients or provide us with access to their friends, family members and personal acquaintances. As a result, we continually work to improve our systematic approach to recruiting and training new sales representatives. Similar to other distribution systems that rely upon part-time sales representatives and typical of the life insurance industry in general, we experience wide disparities in the productivity of individual sales representatives. Many new recruits do not get licensed, often due to the time commitment required to obtain licenses and various regulatory and licensing hurdles. Many of our licensed sales representatives are only marginally active, as there are no minimum life insurance production requirements. As a result, we plan for this disparate level of productivity and view a continuous recruiting cycle as a key component of our distribution model. Our distribution model is designed to address the varying productivity associated with our sales representatives by paying production-based compensation, emphasizing recruiting, and developing initiatives to address barriers to licensing new recruits. By providing commissions to sales representatives on the sales generated by their sales organization, our compensation structure aligns the interests of our sales representatives with our interests in recruiting new representatives and creating sustainable sales production. The following table provides information on new recruits and life insurance-licensed sales representatives: Year ended December 31, 2016 2015 2014 Number of new recruits 262,732 228,115 190,439 Number of newly life insurance-licensed sales representatives 44,724 39,632 33,832 Number of life insurance-licensed sales representatives, at period end 116,827 106,710 98,358 Average number of life insurance-licensed sales representatives during period 111,843 101,660 96,780 3 We define new recruits as individuals who have submitted an application to join our sales force together with payment of the nominal entry fee to commence their pre- licensing training. Certain recruits may not meet the compliance standards to join our sales force, and others elect to withdraw prior to becoming active in our business. On average, it requires approximately three months for our sales representatives to complete the necessary applications and pre-licensing coursework and to pass the applicable state or provincial examinations to obtain a license to sell our term life insurance products. As a result, individuals recruited to join our sales force within a given fiscal period may not become licensed sales representatives or meet compliance standards until a subsequent period. Sales Force Motivation, Training and Communication Motivating, training and communicating with our sales force are critical to our success and that of our sales force. Motivation. Through our proven system of sales force recognition events, contests and communications, we provide incentives that drive our results. Motivation is driven in part by our sales representatives’ desire to achieve higher levels of financial success by building their own businesses as Primerica sales representatives. The opportunity to help underserved middle-income households address financial challenges is also a significant source of motivation for many of our sales representatives, as well as for our management and home office employees. We motivate our sales representatives to succeed in their businesses by: •compensating our sales representatives for product sales made by them and their sales organizations; •helping our sales representatives learn financial fundamentals so they can confidently and effectively assist our clients; •reducing the administrative burden on our sales force, which allows them to devote more of their time to building a sales organization and selling products; and •creating a culture in which sales representatives are encouraged to achieve goals through the recognition of their sales and recruiting achievements, as well as those of their sales organizations. We conduct numerous local, regional and national meetings to help inform and motivate our sales force. In June 2017, we are scheduled to hold our biennial international convention and associated meetings at the Indianapolis Convention Center and Lucas Oil Stadium in Indianapolis, Indiana. In previous years, tens of thousands of our new recruits and sales representatives have attended our conventions and associated meetings at their own expense, which we believe further demonstrates their commitment to our organization and mission. Licensing Support and Training. Our sales representatives must hold licenses to sell most of our product offerings. Our in-house life insurance licensing program offers a significant number of classroom, online and self-study life insurance pre-licensing courses to meet applicable state and provincial licensing requirements and prepare recruits to pass applicable licensing exams. For those representatives who wish to sell investment and savings products, we contract with third-party training firms to conduct exam preparation and also offer supplemental training tools. As part of the entry fee, new recruits receive a personalized study plan, a variety of review classes, exam review videos and audios, and exam and license registration. Additionally, many RVPs conduct training either on nights or weekends, providing new recruits a convenient opportunity to attend training outside of weekday jobs or family commitments. Communication and Training. We communicate with our sales force and provide training through multiple channels, including: •Primerica Online (“POL”), which is our secure Intranet website designed to be a support system for our sales force. POL provides sales representatives with access to their Primerica e-mail, bulletins and alerts, business tracking and management tools, pre-licensing study materials and exam registration, product-specific training, sales procedures and tools, point-of-sale application tools, forms and brochures, contact lists, and real-time updates on their pending life insurance applications and new recruits. Additionally, POL provides access to internal training programs including online exam simulators and videos covering sales, management skills, business ownership, products and compliance. We also use POL to provide real-time recognition of sales representatives’ successes and scoreboards for sales force production, contests and trips. In addition, POL is a gateway to our product providers and product support. Subscribers generally pay a small monthly fee to subscribe to POL, which helps cover the cost of maintaining this support system. A limited version of POL that provides access to Primerica e-mail, compliance and compensation information, newsletters and bulletins is available at no cost. •our in-house broadcasts, which are delivered by Intranet-streaming video. We create original broadcasts and videos that enable senior management to update our sales force and provide training and motivational presentations. We broadcast live programs hosted by home office management and selected RVPs that focus on new developments and provide motivational messages to our sales force. We also broadcast a training-oriented program to our sales force on a weekly basis and profile successful sales representatives, allowing these individuals to educate and train other sales representatives by sharing their methods for success. •our publications department, which produces materials to support, motivate and inform our sales force. We sell recruiting materials, sales brochures, business cards and stationery and provide total communications services, including web design, print presentations, graphic design and script writing. We also produce a weekly mailing that includes materials promoting our current incentives, as well as the latest news about our product offerings. 4 Sales Force Support and Tools Our information systems and technology are designed to support a sales and distribution model that relies on a large group of predominantly part-time sales representatives and assist them in building their own businesses. We provide our sales representatives with sales tools that allow both new and experienced sales representatives to offer financial information and products to their clients. The most significant of these tools are: •Our Financial Needs Analysis: Our FNA is a proprietary, needs-based analysis tool. The FNA gives our sales representatives the ability to collect and synthesize client financial data and develop a financial analysis for the client that is easily understood. The FNA, while not a financial plan, helps our clients understand their financial needs in the areas of debt, financial protection, and savings as well as introduces prudent financial concepts, such as regular saving and accelerating the repayment of high cost credit card debt to help them reach their financial goals. The FNA provides clients with a snapshot of their current financial position and identifies their life insurance, savings and debt resolution needs. •Our Point-of-Sale Application Tool: Our point-of-sale technology, TurboApps, is an internally developed system that streamlines the application process for our insurance products. This application populates client information from the FNA to eliminate redundant data collection and provides real-time feedback to eliminate incomplete and illegible applications. Integrated with our paperless field office management system described below, and with our home office systems, TurboApps allows our RVPs and us to realize the efficiencies of straight-through-processing of application data and other information collected on our sales representatives’ mobile devices, which results in expedited processing of our life insurance product sales. In addition, we leverage similar technology as TurboApps with our investment partners to process mutual fund and annuity product sales. •Virtual Base Shop: In an effort to ease the administrative burden on RVPs and simplify sales force operations, we make available to RVPs a secure Intranet-based paperless field office management system as part of the POL subscription. This virtual office is designed to automate the RVP’s administrative responsibilities and can be accessed by subscribing sales representatives in an RVP’s immediate sales organization, which we refer to as his or her base shop. •Primerica Mobile Application (“Primerica App”): The Primerica App is a cross-platform companion application to POL that includes various tools and information to help sales representatives build their business, including: current company news; training and development content; company approved marketing and motivational materials; business intelligence including on-demand mobile reports; rewards and recognition tracking; contact management tools; and point-of- sale tools for generating proposals, completing product applications, and receiving real-time notifications. We continue to add new features and functionality to the Primerica App as the use of mobile devices becomes more ubiquitous. We also make available other technology to assist our sales force in selling and referring products and serving our clients, including: •toll-free sales support call centers to answer inquiries and assist with paperwork, underwriting and licensing; •a tele-underwriting process used to obtain detailed medical information from clients without it being disclosed to our sales representatives; •POL for tracking the status of pending life insurance applications and the progress of new recruits in their training and licensing efforts; and •Shareholder Account Manager, which is a web-based tool that allows our investment-licensed representatives to service client investments in mutual funds accessed through our transfer agent platform. Performance-Based Compensation Structure Our commission structure is rooted in our origin as an insurance agency. Our sales representatives can receive commissions in multiple ways, including: •sales commissions and fees based on their personal sales, referrals, and client assets under management; •sales commissions based on sales and referrals by sales representatives in their sales organizations and fees based on client assets under management in their sales organizations; •bonuses and other compensation, including equity-based compensation, generated by their own sales performance, the aggregate sales performance of their sales organizations and other criteria; and •participation in our contests and other incentive programs. Our compensation structure pays a commission to the sales representative who sells the product and to several representatives above the selling representative within their sales organization. With respect to term life insurance sales, commissions are calculated based on the total first-year premium (excluding policy fee) for all policies and riders up to a maximum premium. To motivate our sales force, we compensate sales representatives for term life insurance product sales as quickly as possible. We advance a majority of the insurance commission upon the submission of a completed application and the first month’s premium payment. As the client makes his or her premium payments, the commission is earned by the sales representative and the commission advance is recovered by the Company. If premium payments are not made by the client and the policy terminates, any outstanding advance commission is charged back to the sales representative. The chargeback, which only occurs in the first year of a policy, would equal that portion of the advance that was made, but not earned, by the sales representative because the client did not pay the full premium for the period of 5 time for which the advance was made to the sales representative. Chargebacks, which occur in the normal course of business, may be recovered by reducing any cash amounts otherwise payable to the sales representative. Sales representatives and representatives above them in their sales organizations are contractually obligated to repay us any commission advances that are ultimately not earned due to the underlying policy lapsing prior to the full commission being earned. Additionally, we hold back a portion of the commissions earned by our sales representatives as a reserve out of which we may recover chargebacks. The amounts held back are referred to as deferred compensation account commissions (“DCA commissions”). DCA commissions are available to reduce amounts owed to the Company by sales representatives. DCA commissions also provide a sales representative with a cushion against the chargeback obligations of representatives in their sales organization. DCA commissions, unless applied to amounts owed, are ultimately released to sales representatives. We pay most term life insurance commissions during the first policy year. One of our term riders provides for coverage increases after the first year. For such riders, we pay first year and renewal commissions only for premium increases related to the increased coverage. Additionally, we pay renewal commissions on some older in-force policies. At the end of the policy durations, we pay compensation on policy continuations and exchanges. For most mutual funds (non-managed investments) and annuity products, commissions are paid both on the sale and on the value of assets under management and are calculated based on the dealer reallowance and trail compensation actually paid to us. For managed investment mutual fund products, fees earned are primarily based on the total of assets under management and represent the annual fee we receive as compensation for as long as we retain the account. We pay our sales representatives in Canada a sales commission on segregated fund investments and a monthly fee based on clients’ asset values. We also pay compensation to our sales force with respect to sales of prepaid legal services subscriptions, referrals for customers purchasing auto and home insurance, and other financial products. Prepaid legal services commissions are paid in fixed amounts on the sale of the respective subscription. For auto and homeowners’ insurance products, fees are paid for referrals that result in completed applications. Commissions related to other financial products are calculated based on the type of product sold or referred. We pay bonuses and other incentive compensation for the sale of certain products. Bonuses are paid to the sales representatives and RVPs for achieving specified production levels for the sale of term life insurance, investment and savings products and other distributed products. In addition to these methods of compensation, we use a quarterly compensation program under which RVPs can earn equity-based compensation based on various production criteria. Sales Force Licensing The states, provinces and territories in which our sales representatives operate generally require our sales representatives to obtain and maintain licenses to sell our insurance and securities products, requiring our sales representatives to pass applicable examinations. Our sales representatives may also be required to maintain licenses to sell certain of our other financial products. To encourage new recruits to obtain their life insurance licenses, we either pay directly or reimburse the sales representative for certain licensing-related fees and expenses once he or she passes the applicable exam and obtains the applicable life insurance license. To sell insurance products, our sales representatives must be licensed by their resident state, province or territory and by any other state, province or territory in which they do business. In most states, our sales representatives must be appointed by our applicable insurance subsidiary. To sell mutual funds and variable annuity products, our U.S. sales representatives must be registered with the Financial Industry Regulatory Authority (“FINRA”) and hold the appropriate license(s) designated by each state in which they sell securities products, as well as be appointed by the annuity underwriter in the states in which they market annuity products. Our sales representatives must meet all state and regulatory requirements and be designated as an investment advisor representative in order to sell our managed investment products. Our Canadian sales representatives selling mutual fund products are required to be licensed by the securities regulators in the provinces and territories in which they sell mutual fund products. Our Canadian sales representatives who are licensed to sell our insurance products do not need any further licensing to sell our segregated funds products. For sales of our supplemental products, appropriate state, provincial and territorial licensing may be required. Supervision and Compliance To ensure compliance with various federal, state, provincial and territorial legal requirements, we along with the RVPs share responsibility for maintaining an overall compliance program that involves compliance training and supporting as well as monitoring the activities of our sales representatives. We work with the RVPs to develop and maintain appropriate compliance procedures and systems. Generally, all RVPs must obtain a principal license (FINRA Series 26 in the United States and Branch Manager license in Canada), and, as a result, they assume responsibility over the activities of their sales organizations. Additional supervision is provided by 6 approximately 503 Offices of Supervisory Jurisdiction (“OSJs”), which are run by select RVPs who receive additional compensation for assuming responsibility fo r supervision and compliance monitoring across all product lines. OSJs are required to periodically inspect sales force field offices and report to us any compliance issues they observe. Our Field Supervision Department regularly assists the OSJs and commu nicates compliance requirements to them to ensure they properly discharge their responsibilities. In addition, our Compliance Department regularly runs surveillance reports designed to monitor the activity of our sales force and investigates any unusual or suspicious activity identified during these reviews or during periodic inspections of RVP offices. All of our sales representatives are required to participate in our annual regulatory-required compliance meeting, a program administered by our senior management and our legal and compliance staff at which we provide a compliance training overview across all product lines and require the completion of compliance checklists by each of our licensed sales representatives for each product he or she offers. Additionally, our sales representatives receive periodic compliance communications regarding new compliance developments and issues of special significance. Furthermore, the OSJs are required to complete an annual training program that focuses on securities compliance and field supervision. Our Field Audit Department regularly conducts audits of all sales representative offices, including scheduled and no-notice audits. The Field Audit Department reviews all regulatory-required records that are not maintained at our home office. Any compliance deficiencies noted in the audit must be corrected, and we carefully monitor all corrective action. Field offices that fail an audit are subject to a follow-up audit in 150 days. Audit deficiencies are addressed through fines, reprimands, probations and contract terminations. Our Product Offerings Reflecting our philosophy of helping middle-income clients with their financial product needs and ensuring compatibility with our distribution model, our product offerings generally meet the following criteria: •Consistent with sound individual finance principles: Products must be consistent with good personal finance principles for middle-income consumers, such as financial protection, minimizing expenses, encouraging long-term savings and reducing debt. •Designed to support multiple client goals: Products are designed to address and support a broad range of financial goals rather than compete with or cannibalize each other. For example, term life insurance does not compete with mutual funds because term life has no cash value or investment element. •Ongoing needs based: Products are designed to meet the ongoing financial needs of many middle-income consumers. This long-term approach bolsters our relationship with our clients by allowing us to continue to serve them as their financial needs evolve. •Easily understood and sold: Products must be appropriate for distribution by our sales force, which requires that the application and approval process must be simple to understand and explain, and the likelihood of approval must be sufficiently high to justify the investment of time by our sales representatives. We use three operating segments to organize, evaluate and manage our business: Term Life Insurance, Investment and Savings Products, and Corporate and Other Distributed Products. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations” and Note 3 (Segment and Geographical Information) to our consolidated financial statements included elsewhere in this report for certain financial information regarding our operating segments and the geographic areas in which we operate. 7 The following table provides information on our principal product offerings and the principal sources thereof by operating segment as of December 31, 2016. Operating Segment Principal Product Offerings Principal Sources of Products (Applicable Geographic Territory) Term Life Insurance Term Life Insurance Primerica Life (U.S. (except New York), the District of Columbia and certain territories) NBLIC (New York) Primerica Life Canada (Canada) Investment and Savings Products Mutual Funds and Certain Retirement Plans American Century Investments (U.S.) American Funds (U.S.) AXA Distributors, LLC (U.S.) Franklin Templeton (U.S.) VOYA Financial, Inc. (U.S.) Invesco (U.S.) Legg Mason Global Asset Management (U.S.) Pioneer Investments (U.S.) AGF Investments (Canada) PFSL Funds Management Ltd. (Canada) Mackenzie Investments (Canada) Fidelity Investments (Canada) Managed Investments Lockwood Advisors and PFS Investments (U.S.) Variable Annuities American General Life Insurance Company and its affiliates (U.S.) AXA Distributors, LLC (U.S.) Lincoln National Life Insurance Company and its affiliates (U.S.) MetLife Investors and its affiliates (U.S.) Fixed Indexed Annuities American General Life Insurance Company and its affiliates (U.S.) Lincoln National Life Insurance Company and its affiliates (U.S.) Universal Life Insurance Company (Puerto Rico) Fixed Annuities MetLife Investors USA Life Insurance Company and its affiliates (U.S.) Universal Life Insurance Company (Puerto Rico) Segregated Funds Primerica Life Canada (Canada) Corporate and Other Distributed Products Credit Information Services Equifax Consumer Services LLC (U.S. and Canada) Long-Term Care Insurance Genworth Life Insurance Company and its affiliates (U.S.) John Hancock Life Insurance Company and its affiliates (U.S.) Various insurance companies, as offered through LTCI Partners, LLC (U.S.) Prepaid Legal Services LegalShield (U.S. and Canada) Supplemental Health and Accidental Death & Disability Insurance The Edge Benefits Inc. and its affiliates (Canada) Health Insurance GoHealth, LLC (U.S.) Auto and Homeowners' Insurance (1) Various insurance companies, as offered through Answer Financial, Inc. (U.S.) Mortgage Loan Referrals (1) B2B Bank (Canada) (1) Referrals only. Term Life Insurance Through our three life insurance subsidiaries – Primerica Life, NBLIC and Primerica Life Canada – we offer term life insurance to clients in the United States, its territories, the District of Columbia and Canada. In 2015, the latest period for which data is available, we ranked as a leading provider of individual term life insurance in the United States in an annual study published by LIMRA. We believe that term life insurance is generally a better alternative for middle-income clients than cash value life insurance. Term life insurance provides a guaranteed death benefit if the insured dies during the fixed coverage period of an in-force policy, thereby providing financial protection for his or her named beneficiaries in return for the periodic payment of premiums. Term insurance products, which are sometimes referred to as pure protection products, have no savings or investment features. By buying term life insurance rather than cash value life insurance, a policyholder initially pays a lower premium and, as a result, would have funds 8 available to invest for retirement and other needs. We also believe that a person’s need for life insurance is inversely proportional to that person’s need for retirement savings, a concept we refer to as the theory of decreas ing responsibility. Young adults with children, new mortgages and other obligations need to buy higher amounts of insurance to protect their family from the loss of future income resulting from the death of a primary bread winner. With its lower initial pr emium, term life insurance lets young families buy more coverage for their premium dollar when their needs are greatest and still have the ability to have funds for their retirement and other savings goals. We design our term life insurance products to be easily understood by, and meet the needs of, our clients. Clients purchasing our term life insurance products generally seek stable, longer-term income protection products for themselves and their families. In response to this demand, we offer term life insurance products with level-premium coverage periods that range from 10 to 35 years and a wide range of coverage face amounts. Additionally, certain term life insurance policies may be customized through the addition of riders to provide coverage for specific protection needs, such as mortgage and college expense protection. Policies remain in force until the expiration of the coverage period or until the policyholder ceases to make premium payments and terminates the policy. Premiums are guaranteed for policies issued in the United States for the initial term period, up to a maximum of 20 years. After 20 years, we have the right to raise the premium, subject to limits provided for in the applicable policy. In Canada, the amount of the premium is guaranteed for the entire term of the policy. One of the innovative term life insurance products that we offer is TermNow, our rapid issue term life product that provides for face amounts of $300,000 (local currency) and below. TermNow allows a sales representative to accept an application online or through the Primerica App and, with the client’s permission, allows the Company to access databases, including Medical Information Bureau (“MIB”) data in the United States and Canada and prescription drug and motor vehicle records in the United States, as part of the underwriting process. The Company uses this data and the client’s responses to application questions to determine any additional underwriting requirements. Results of these processes are reported in real time to our underwriting system, which then decides whether or not to rapidly issue a policy. The average face amount of our in-force policies issued in 2016 was approximately $241,500. The following table sets forth selected information regarding our term life insurance product portfolio: Year ended December 31, 2016 2015 2014 Life insurance issued: Number of policies issued 298,244 260,059 220,984 Face amount issued (in millions) $89,869 $79,111 $69,574 December 31, 2016 2015 2014 Life insurance in force: Number of policies in force 2,489,493 2,403,713 2,341,670 Face amount in force (in millions) $728,385 $693,194 $681,927 Pricing and Underwriting. We believe that effective pricing and underwriting are significant drivers of the profitability of our life insurance business and we have established our pricing assumptions to be consistent with our underwriting practices. We set pricing assumptions for expected claims, lapses and expenses based on our experience and other factors while also considering the competitive environment. These other factors include: •expected changes from relevant experience due to changes in circumstances, such as (i) revised underwriting procedures affecting future mortality and reinsurance rates, (ii) new product features, and (iii) revised administrative programs affecting sales levels, expenses, and client continuation or termination of policies; and •observed trends in experience that we expect to continue, such as general mortality improvement in the general population and better or worse policy persistency (the period over which a policy remains in force) due to changing economic conditions. Under our current underwriting guidelines, we individually assess each insurable adult applicant and place each applicant into a risk classification based on current health, medical history and other factors. Each classification (generally preferred plus, preferred, non-tobacco and tobacco) has specific health criteria. We may decline an applicant’s request for coverage if his or her health or activities create unacceptable risks for us. Our sales representatives ask applicants a series of yes or no questions regarding the applicant’s medical history. We may also consider information about the applicant from third-party sources, such as MIB, prescription drug databases, motor vehicle records and physician statements. If we believe that follow up regarding an applicant’s medical history is warranted, we use a third-party provider and its trained personnel to contact the applicant by telephone to obtain a more detailed medical history. Additionally, we may require copies of applicants’ medical information from their attending physicians. The report resulting from this process is electronically transmitted to us and is evaluated in our underwriting process. For higher issued face amount applications, paramedical requirements are also needed. To accommodate the significant volume of insurance business that we process, we and our sales force use technology to make our operations more efficient. We provide an electronic life insurance application that supports TermNow and other term life insurance 9 products. Approximately 93% of the life insurance applications we received in 2016 were submitted electronically. Our electronic life insurance application ensures that the application is submitted error-free, collects the applicant’s electronic signatures and populates the RVP’s sales log. For paper applications, we use our proprietary revi ew and screening system to automatically screen that an application meets regulatory and other requirements, as well as alert our application processing staff to any deficiencies with the application. If any deficiencies are noted, our application processi ng staff contacts the sales representative to obtain the necessary information. Once an application is complete, the pertinent application data is uploaded to our life insurance administrative systems, which manage the underwriting process by electronicall y analyzing data, recommending underwriting decisions, requirements for higher face amounts or older ages and communicating with the sales representative and third-party service providers. Claims Management. Our insurance subsidiaries processed over 14,600 life insurance benefit claims in 2016 on policies underwritten by us and sold by our sales representatives. These claims fall into three categories: death, waiver of premium (applicable to disabled policyholders who purchased a rider pursuant to which Primerica agrees to waive remaining life insurance premiums during a qualifying disability), or terminal illness. The claim may be reported by our sales representative, a beneficiary or, in the case of qualifying disability or terminal illness, the policyholder. Following are the benefits paid by us for each category of claim: Year ended December 31, 2016 2015 2014 (In thousands) Death $1,238,393 $1,204,629 $1,176,450 Waiver of premium 43,168 40,528 36,215 Terminal illness (1) 14,232 13,716 13,976 (1) We consider claims paid for terminal illness to be loans made to the beneficiary that are repaid to us upon death of the beneficiary from the death benefit. In the United States, after coverage has been in force for two years, we may not contest the policy for misrepresentations in the application or the suicide of the insured. In Canada, we have a similar two-year contestability period, but we are permitted to contest insurance fraud at any time. As a matter of policy, we do not contest any coverage issued by us to replace the face amount of another insurance company’s individual coverage to the extent the replaced coverage would not be contestable by the replaced company. We believe this approach helps our sales representatives sell replacement policies, as it reassures clients that claims made under their replacement policies are not more likely to be contested as to the face amount replaced. Through our claims administration system, we record, process and pay the appropriate benefit for any reported claim. Our claims system is used by our home office investigators to order medical and investigative reports from third-party providers, calculate amounts due to the beneficiary (including interest), and report payments to the appropriate reinsurance providers. Primerica Life, a Massachusetts domestic insurer, regularly consults the Social Security Administration’s Death Master File (“Death Master File”) in accordance with applicable state requirements. NBLIC, a New York domestic insurer, regularly consults the Death Master File in accordance with New York state insurance requirements. These processes help identify potential deceased policyholders for whom claims have not been presented in the normal course of business. If unreported deaths are identified, Primerica Life and NBLIC attempt to determine if a valid claim exists, to locate beneficiaries, and to pay benefits accordingly. Prior to 2011, the Company did not use the Death Master File in any aspect of its business. Reinsurance. We use reinsurance primarily to reduce the volatility risk with respect to mortality. Since 1994, we have reinsured death benefits in the United States on a first dollar quota share yearly renewable term (“YRT”) basis. We pay premiums to each reinsurer based on rates in the applicable agreement. We generally reinsure 90% of all term life insurance policies sold in the United States, excluding coverage under certain riders. For policies sold in Canada, we now utilize a YRT reinsurance arrangement similar to our U.S. program. Prior to 2012, we reinsured a smaller proportion of the face amount for policies sold in Canada. We also reinsure substandard cases on a facultative basis to capitalize on the extensive experience some of our reinsurers have with substandard cases. A substandard case has a level of risk that is acceptable to us, but at higher premium rates than a standard case because of the health, habits or occupation of the applicant. While our reinsurance agreements have indefinite terms, both we and our reinsurers are entitled to discontinue any reinsurance agreement as to future policies by giving advance notice of 90 days to the other. Each reinsurer’s ability to terminate coverage for existing policies is limited to circumstances such as a material breach of contract or nonpayment of premiums by us. Each reinsurer has the right to increase rates with certain restrictions. If a reinsurer increases rates, we have the right to immediately recapture the business. Either party may offset any balance due from the other party. For additional information on our reinsurance, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) and Note 6 (Reinsurance) to our consolidated financial statements included elsewhere in this report. Financial Strength Ratings. Ratings with respect to financial strength are an important factor in establishing our competitive position and maintaining public confidence in us and our ability to market products. Ratings organizations review the financial performance and condition of most insurers and provide opinions regarding financial strength, operating performance and ability to meet obligations to policyholders. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Financial Ratings.” 10 Investment and Savings Products We believe that many middle-income families have significant unmet retirement and savings needs. Using our FNA tool, our sales representatives help our clients understand their current financial situation and how they can use time-tested financial principles, such as prioritizing personal savings, to reach their savings goals. Our product offerings comprise basic saving and investment vehicles that seek to meet the needs of clients in all stages of life. Through PFS, PFS Investments, Primerica Life Canada, PFSL Investments Canada, and our licensed sales representatives, we distribute and sell to our clients mutual funds, managed investments, variable and fixed annuities, fixed indexed annuities and segregated funds. As of December 31, 2016, approximately 23,750 of our sales representatives were licensed to distribute mutual funds in the United States (including Puerto Rico) and Canada. As of December 31, 2016, approximately 13,600 of our sales representatives were licensed and appointed to distribute annuities in the United States and approximately 10,400 of our sales representatives were licensed to sell segregated funds in Canada. In the United States, clients acquire securities products from PFS Investments in either a brokerage or an advisory relationship. In a brokerage relationship, a PFS Investments registered representative, pursuant to FINRA rules, is required to make a recommendation that is suitable for the client, but provides no ongoing monitoring of the client’s investments. For its services, PFS Investments receives an upfront commission in connection with the sale, and a smaller, annual trail commission or 12b-1 fee for the continued servicing of the account. PFS Investments markets mutual funds and variable annuities on a brokerage basis. In an advisory relationship, PFS Investments and its investment advisory representative have a fiduciary obligation to the client that arises under the Investment Advisers Act of 1940 and related case law. Our current managed investment offering is a mutual fund wrap fee program in which our co-sponsor has discretionary authority over the client’s account and provides ongoing investment advice. As a co-sponsor of the program, PFS Investments and its investment advisory representatives provide the initial investment advice and receive part of the annual advisory fee, which is assessed as a percentage of the value of the assets in the account. Mutual Funds . In the United States, our licensed sales representatives primarily distribute mutual funds from the following select asset management firms: American Century Investments, American Funds, Franklin Templeton, Invesco, Legg Mason and Pioneer. These firms have diversified product offerings, including domestic and international equity, fixed-income and money market funds. Each firm continually evaluates its fund offerings and adds new funds on a regular basis. Additionally, their product offerings reflect diversified asset classes and varied investment styles. We have selling agreements with a number of other fund companies and we believe that collectively, these asset management firms provide funds that meet the investment needs of our clients. During 2016, four of these fund families (Legg Mason, Invesco, American Funds and Franklin Templeton) accounted for approximately 92% of our mutual fund sales in the United States. Legg Mason and Invesco each have large wholesaling teams that support our sales force in distributing their mutual fund products. Our selling agreements with these firms all have indefinite terms and provide for termination at will. An affiliate of PFS Investments, Primerica Shareholder Services, Inc. (“PSS”), provides transfer agent services to investors who purchase shares of mutual funds offered by American Century Investments, Franklin Templeton, Invesco, or Pioneer Investments through PFS Investments. In exchange for these services, PSS receives recordkeeping and account maintenance fees from the applicable fund company. PSS has retained BNY Mellon Asset Servicing (“BNYMAS”) to perform the necessary transfer agent services for these accounts on its proprietary SuRPASS system. Also, BNYMAS provides transfer agent services to investors who purchase shares of Legg Mason funds through PFS Investments. By agreement with Legg Mason, such positions are included on a consolidated account statement prepared by PSS for PFS Investments clients. PFS Investments serves as the IRS approved non-bank custodian for customers that open individual retirement accounts (“IRA”) (or certain other retirement accounts) with PFS Investments and invest in shares of mutual funds offered by American Century Investments, Franklin Templeton, Invesco, Legg Mason or Pioneer Investments. For these services, PFS Investments receives an annual custodian fee. In Canada, our sales representatives offer Primerica-branded Concert™ Series funds, which accounted for approximately 37% of our Canadian mutual fund product sales in 2016. Our Concert™ Series of funds consist of six different asset allocation funds with varying investment objectives ranging from fixed income to aggressive growth. Each Concert™ Series fund is a fund of funds that allocates fund assets among equity and income mutual funds of AGF Investments, a leading asset management firm in Canada. The asset allocation within each Concert ™ Series fund is determined on an advisory contract basis by Morneau Shepell Asset and Risk Management Ltd. The principal non-proprietary funds that we offer our clients in Canada are funds of AGF Investments, Mackenzie Investments, and Fidelity Investments. Sales of these non- proprietary funds accounted for approximately 50% of mutual fund product sales in Canada in 2016. Like our U.S. fund family list, the asset management partners we have chosen in Canada have a diversified offering of equity, fixed-income and money market funds, including domestic and international funds with a variety of investment styles. A key part of our investment philosophy for our clients is the long-term benefits of dollar cost averaging through systematic investing. To accomplish this, we assist our clients by facilitating monthly contributions to their investment account by bank draft against their checking accounts. During the year ended December 31, 2016, average client assets held in individual retirement accounts in the United States and Canada accounted for an estimated 74% and 73% of total average client account assets, respectively. Our individual retirement accounts in Canada are considered registered retirement savings plans (“RRSP”). An RRSP is similar to a traditional IRA, in the United States in that contributions are made to the RRSP on a pre-tax basis and income is earned on a tax-deferred basis. Our 11 high concentration of retirement plan accounts and our systematic savings philosophy are beneficial to us as these accounts tend to have lower redemption rates than the i ndustry and, therefore, generate more recurring asset-based revenues. Managed Investments. PFS Investments is a registered investment advisor in the United States, and it offers a managed investments program under a contract with Lockwood Advisors, a registered investment advisor and unit of Bank of New York Mellon. The offering consists of a mutual fund advisory program with a $25,000 minimum initial investment. Lockwood Advisors is a co-sponsor of the program, and acts as the discretionary portfolio manager of the asset allocation models offered. In contrast to our mutual fund and annuity business, clients do not pay an upfront commission in an advisory fee program; rather, they pay an annual fee based on the value of the assets in their account. In 2017, PFS Investments will launch a separate, expanded managed investments platform. This platform will also have an annual fee based on the value of assets in the account rather than an upfront commission and will provide our customers access to mutual fund and exchange-traded fund investment models designed and managed by several unaffiliated investment advisers. PFS Investments will provide transfer agent and custodial services for the expanded managed investments platform through a subservice agreement with TD Ameritrade Institutional. Variable Annuities. Our U.S. licensed sales representatives also distribute variable annuities underwritten and provided by American General Life Insurance Company and its affiliates (“AIG”), AXA Distributors, LLC, Lincoln National Life Insurance Company and its affiliates (“Lincoln National”), and MetLife Investors and its affiliates. Variable annuities are insurance products that enable our clients to invest in accounts with attributes similar to mutual funds, but also have benefits not found in mutual funds, including death benefits that protect beneficiaries from losses due to a market downturn and income benefits that guarantee future income payments for the life of the policyholder(s). Each of these companies bears the insurance risk on its variable annuities that we distribute. Segregated Funds. In Canada, we offer segregated fund products, which are branded as our Common Sense Funds TM , that have some of the characteristics of our variable annuity products distributed in the United States. Our Common Sense Funds TM are underwritten by Primerica Life Canada and offer our clients the ability to participate in a diversified managed investments program that can be opened for as little as $25. While the assets and corresponding liability (reserves) are recognized on our consolidated balance sheets, the assets are held in trust for the benefit of the segregated fund contract owners and are not commingled with the general assets of the Company. There are two fund products within our segregated funds offerings: the Asset Builder Funds and the Strategic Retirement Income Funds (“SRIF”). The investment objective of Asset Builder Funds is long-term capital appreciation combined with some guarantee of principal. Unlike mutual funds, our Asset Builder Funds product guarantees clients at least 75% of their net contributions (net of withdrawals) at the earlier of the date of their death or at the Asset Builder Funds’ maturity date, which is selected by the client. The portfolio consists of both equities and fixed income with the equity component consisting of a pool of large cap Canadian equities and the fixed- income component consisting of Canadian federal government zero coupon treasuries and government-backed floating rate notes. The portion of the Asset Builder Funds’ portfolio allocated to zero coupon treasuries are held in sufficient quantity to satisfy the guarantees payable at the maturity date of each Asset Builder Fund. As a result, our potential loss exposure is very low as it comes from the guarantees payable upon the death of the client prior to the maturity date. The investment objective of the SRIF is to provide income during retirement plus the opportunity for modest capital appreciation. The SRIF invests in a maximum of 25% equities with the balance in fixed-income securities. The product guarantees at least 75% of the clients net contributions (net of withdrawals) at the earlier of the date of their death or when the client attains age 100. All accounts in the SRIF are held as Registered Retirement Income Funds which carry government mandated minimum annual withdrawals. Similar to the Asset Builder Funds, our potential exposure for loss associated with the SRIF is very low as its investment allocations are conservatively aligned with the risks of the client contracts. With the guarantee level at 75% and in light of the time until the scheduled maturity of our segregated funds contracts, we currently do not believe it is necessary to allocate any corporate capital as reserves for segregated fund contract benefits. Many of our Canadian clients invest in segregated funds through a RRSP. Our Common Sense Funds™ are also managed by AGF Investments. Fixed Indexed Annuities. We offer fixed indexed annuity products in the U.S. through Lincoln National, AIG, and Universal Life Insurance Company (“Universal Life”) (Puerto Rico). These products combine safety of principal and guaranteed rates of return with additional investment options tied to equity market indices that allow for returns that move based on the performance of an index. We believe these and other fixed annuity products give both our life and securities representatives more ways to assist our clients with their retirement planning needs. Fixed Annuities. We sell fixed annuities underwritten by MetLife Investors USA Life Insurance Company and its affiliates in the U.S. Our current offering includes a fixed premium deferred annuity and a single premium immediate annuity. The fixed premium deferred annuity allows our clients to accumulate savings on a tax deferred basis with safety of principal and a guaranteed rate of return. The single premium immediate annuity provides clients with an immediate income alternative. In Puerto Rico, we currently offer two annuity products: a fixed annuity and a fixed bonus annuity underwritten by Universal Life. These products provide guarantees against loss with several income options. 12 Investment and Savings Products Revenue. In the United States, we earn revenue from our investment and savings p roducts business in three ways: commissions and payments earned on the sale of such products; fees and payments earned based upon client asset values; and account-based revenue. On the sale of mutual funds (not including managed investments) and annuities, we earn a dealer reallowance or commission on new purchases as well as trail commissions on the assets held in our clients’ accounts. We also receive marketing and support fees from most of our mutual fund and annuity providers. These payments are typical ly a percentage of sales or a percentage of the clients’ total asset values, or a combination of both. For managed investments, we receive an asset-based fee as compensation for advisory services, as well as recordkeeping and account maintenance fees, and marketing and support fees from the mutual funds involved in the program. As the IRS approved non-bank custodian for the funds noted above, PFS Investments receives annual fees on a per-account basis for as long as it services the account. As explained above, PSS receives recordkeeping and account maintenance fees for the transfer agent services it provides to the four fund families noted in the “Mutual Funds” section above. An individual client account may include multiple fund positions for which we earn recordkeeping fees. Because the total amount of these fees fluctuates with the number of such accounts and positions within those accounts, the opening or closing of accounts has a direct impact on our revenues. From time to time, the fund companies for whom we provide these services request that accounts or positions with small balances be closed. In Canada, we earn revenue from the sales of our investment and savings products in two ways: commissions (or dealer reallowance) on mutual fund sales and fees paid based upon clients’ asset values (mutual fund trail commissions and advisory fees from segregated funds and Concert™ Series funds). On segregated funds, we also earn deferred sales charges for early withdrawals at an annual declining rate within seven years of an investor’s original contribution. Other Distributed Products We distribute other products, including prepaid legal services, auto and homeowners’ insurance referrals, credit information services, long-term care insurance, and health insurance. In Canada, we also offer mortgage loan referrals and insurance offerings for small businesses. While many of these products are Primerica-branded, all of them are underwritten or otherwise provided by a third party. We offer our U.S. and Canadian clients a Primerica-branded prepaid legal services program on a subscription basis that is underwritten and provided by LegalShield. The prepaid legal services program offers a network of attorneys in each state, province or territory to assist subscribers with legal matters such as drafting wills, living wills and powers of attorney, trial defense and motor vehicle-related matters. We receive a commission based on our sales of these subscriptions. We have an arrangement with Answer Financial, Inc. (“Answer Financial”), an independent insurance agency, whereby our U.S. sales representatives refer clients to Answer Financial to receive multiple, competitive auto and homeowners’ insurance quotes. Answer Financial’s comparative quote process allows clients to easily identify the underwriter that is most competitively priced for their type of risk. We receive commissions based on completed auto and homeowners’ insurance applications and pay our sales representatives a flat referral fee for each completed application. We offer credit information services in the United States and Canada. Credit information products allow clients to access their credit score and other personal credit information. Clients also have the capability of creating a simple-to-understand plan for paying off their debts with information from their credit file. Our credit information products are co-branded with and supported by a subsidiary of Equifax Inc. We have an arrangement with LTCI Partners, LLC (“LTCI Partners”), an independent brokerage general agency specializing in long-term care insurance, whereby our U.S. sales representatives refer clients to LTCI Partners to receive a long-term care insurance quote. Many of these policies are underwritten and provided by Genworth Life Insurance Company and its affiliates and some by various other insurance providers. We receive commissions based on the annualized premium of placed and taken policies. We have a distribution agreement with GoHealth, LLC (“GoHealth”), an operator of a private health insurance marketplace that allows U.S. consumers to enroll in health insurance compliant with the Affordable Care Act. Our representatives with health insurance licenses in a limited number of states can sell clients a health insurance policy provided by a number of major carriers on GoHealth’s private exchange platform. We receive commissions from health insurance carriers for policies issued to clients we enroll. These payments, which vary by health insurance carrier and by state, are typically a percentage of the policy premium or a flat amount based on the number of members on a policy. In Canada, we have a referral program for mortgage loan products offered by a third-party lender, B2B Bank. Due to regulatory requirements, our sales representatives in Canada only refer clients to the lender and are not involved in the loan application and closing process. In Canada, we offer insurance products, including supplemental medical and dental, accidental death, and disability, to small businesses. These insurance products are underwritten and provided by The Edge Benefits Inc. and its affiliates. We receive a commission based on our sales of these policies and any subsequent renewals. 13 Prior to 2015, we offered student life insurance and short-term disability ben efit insurance, which were underwritten through NBLIC. These products were distributed solely by outside third parties. In 2014, NBLIC sold its short-term disability benefit business and novated all policies in force to AmTrust North America, Inc. and ceas ed the marketing and underwriting of new student life insurance policies. NBLIC continues to administer the existing block of student life business, as well as other closed blocks of insurance that were discontinued several years ago. Regulation Our business is subject to extensive laws and governmental regulations, including administrative determinations, court decisions and similar constraints. The purpose of the laws and regulations affecting our business is primarily to protect our clients and other consumers. Many of the laws and regulations to which we are subject are regularly re-examined, and existing or future laws and regulations may become more restrictive or otherwise adversely affect our operations. Insurance and securities regulatory authorities periodically make inquiries regarding compliance by us and our subsidiaries with insurance, securities and other laws and regulations regarding the conduct of our insurance and securities businesses. At any given time, a number of financial or market conduct examinations of our subsidiaries may be ongoing. We cooperate with such inquiries and take corrective action when warranted. Regulation of Our Insurance Business. Primerica Life, as a Massachusetts domestic insurer, is regulated by the Massachusetts Division of Insurance and is licensed to transact business in the United States (except New York), the District of Columbia and certain U.S. territories. NBLIC, as a New York domestic insurer and a wholly owned subsidiary of Primerica Life, is regulated by the New York State Department of Financial Services and is licensed to transact business in all 50 U.S. states, the District of Columbia and the U.S. Virgin Islands. State insurance laws and regulations regulate all aspects of our U.S. insurance business. Such regulation is vested in state agencies having broad administrative and, in some instances, discretionary power dealing with many aspects of our business, which may include, among other things, premium rates and increases thereto, reserve requirements, marketing practices, advertising, privacy, policy forms, reinsurance reserve requirements, acquisitions, mergers, and capital adequacy. Our U.S. insurance subsidiaries are required to file certain annual, quarterly and periodic reports with the supervisory agencies in the jurisdictions in which they do business, and their business and accounts are subject to examination by such agencies at any time. These examinations generally are conducted under National Association of Insurance Commissioners (“NAIC”) guidelines. Under the rules of these jurisdictions, insurance companies are examined periodically (generally every three to five years) by one or more of the supervisory agencies on behalf of the states in which they do business. Our most recent examinations of the financial condition and affairs of Primerica Life, NBLIC, Peach Re, Inc. (“Peach Re”) and Vidalia Re, Inc. (“Vidalia Re”) performed by the respective domiciliary state insurance departments were completed during 2016 with no findings or recommendations noted. Primerica Life Canada is federally incorporated and provincially licensed and is required to file periodic reports with Canadian regulatory agencies. It transacts business in all Canadian provinces and territories. Primerica Life Canada is regulated federally by the Office of the Superintendent of Financial Institutions Canada (“OSFI”) and provincially by the Superintendents of Insurance for each province and territory. Canadian federal and provincial insurance laws regulate all aspects of our Canadian insurance business. OSFI regulates insurers’ corporate governance, financial and prudential oversight, and regulatory compliance, while provincial and territorial regulators oversee insurers’ market conduct practices and related compliance. Our Canadian insurance subsidiary files quarterly and annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) and other locally accepted standards with OSFI in compliance with legal and regulatory requirements. OSFI conducts periodic detailed examinations of insurers’ business and financial practices, including the control environment, internal and external auditing and minimum capital adequacy, surpluses and related testing, legislative compliance and appointed actuary requirements. These examinations also address regulatory compliance with anti-money laundering practices, outsourcing, related-party transactions, privacy and corporate governance. Provincial regulators conduct periodic market conduct examinations of insurers doing business in their jurisdiction. In addition to federal and provincial oversight, Primerica Life Canada is also subject to the guidelines set out by the Canadian Life and Health Insurance Association (“CLHIA”). CLHIA is an industry association that works closely with federal and provincial regulators to establish market conduct guidelines and sound business and financial practices addressing matters such as sales representative suitability and screening, insurance illustrations and partially guaranteed savings products. The laws and regulations governing our U.S. and Canadian insurance businesses include numerous provisions governing the marketplace activities of insurers, including policy filings, payment of insurance commissions, disclosures, advertising, product replacement, sales and underwriting practices and complaints and claims handling. The state insurance regulatory authorities in the United States and the federal and provincial regulators in Canada generally enforce these provisions through periodic market conduct examinations. In addition, most U.S. states and Canadian provinces and territories, as well as the Canadian federal government, have laws and regulations governing the financial condition of insurers, including standards of solvency, types and concentration of investments, 14 establishment and maintenance of reserves, reinsurance and requirements of capital adequacy. As discussed previously, U.S. state insurance law and Canadian provincial insurance law also require ce rtain licensing of insurers and their agents. Insurance Holding Company Regulation; Limitations on Dividends. The states in which our U.S. insurance subsidiaries are domiciled have enacted legislation and adopted regulations regarding insurance holding company systems. These laws require registration of, and periodic reporting by, insurance companies domiciled within the jurisdiction that control, or are controlled by, other corporations or persons so as to constitute an insurance holding company system. These laws also affect the acquisition of control of insurance companies as well as transactions between insurance companies and companies controlling them. The Parent Company is a holding company that has no significant operations. Our primary asset is the capital stock of our subsidiaries, and our primary liability is $375.0 million in principal amount of senior unsecured notes (the “Senior Notes”). As a result, we depend on dividends or other distributions from our insurance and other subsidiaries as the principal source of cash to meet our obligations, including the payment of interest on, and repayment of, principal of any debt obligations. The states in which our U.S. insurance subsidiaries are domiciled impose certain restrictions on our insurance subsidiaries’ ability to pay dividends to us. In Canada, dividends can be paid subject to the paying insurance company’s continuing compliance with regulatory requirements and upon notice to OSFI. We determine the dividend capacity of our insurance subsidiaries using statutory accounting principles (“SAP”) promulgated by the NAIC in the United States and using IFRS in Canada. The following table sets forth the statutory value of cash and securities dividends paid or payable by our insurance subsidiaries: Year ended December 31, 2016 2015 2014 (In thousands) Primerica Life $94,700 $45,600 $235,000 Primerica Life Canada 22,342 16,950 13,434 For additional information on dividend capacity and restrictions, see Note 15 (Statutory Accounting and Dividend Restrictions) to our consolidated financial statements included elsewhere in this report. Policy and Contract Reserve Sufficiency Analysis . Under the laws and regulations of their jurisdictions of domicile, our U.S. insurance subsidiaries are required to conduct annual analyses of the sufficiency of their life insurance statutory reserves. In addition, other U.S. jurisdictions in which our U.S. subsidiaries are licensed may have certain reserve requirements that differ from those of their domiciliary jurisdictions. In each case, a qualified actuary must submit an opinion that states that the aggregate statutory reserves, when considered in light of the assets held with respect to such reserves, make good and sufficient provision for the associated contractual obligations and related expenses of the insurer. If such an opinion cannot be provided, then the affected insurer must set up additional reserves by moving funds from surplus. Our U.S. insurance subsidiaries most recently submitted these opinions without qualification as of December 31, 2016 to applicable insurance regulatory authorities. Primerica Life Canada also is required to conduct regular analyses of the sufficiency of its life insurance statutory reserves. Life insurance reserving and reporting requirements are completed by Primerica Life Canada’s appointed actuary. Materials provided by the appointed actuary are filed with OSFI as part of our annual filing and are subject to OSFI’s review. Based upon this review, OSFI may institute remedial action against Primerica Life Canada as OSFI deems necessary. Primerica Life Canada has not been subject to any such remediation or enforcement by OSFI. Surplus and Capital Requirements . U.S. insurance regulators have the discretionary authority, in connection with the ongoing licensing of our U.S. insurance subsidiaries, to limit or prohibit the ability of an insurer to issue new policies if, in the regulators’ judgment, the insurer is not maintaining a minimum amount of surplus or is in hazardous financial condition. Insurance regulators may also limit the ability of an insurer to issue new life insurance policies and annuity contracts above an amount based upon the face amount and premiums of policies of a similar type issued in the prior year. We do not believe that the current or anticipated levels of statutory surplus of our U.S. insurance subsidiaries present a material risk that any such regulator would limit the amount of new policies that our U.S. insurance subsidiaries may issue. The NAIC has established risk-based capital (“RBC”) standards for U.S. life insurance companies, as well as a model act to be applied at the state level. The model act provides that life insurance companies must submit an annual RBC report to state regulators reporting their RBC based upon four categories of risk: asset risk, insurance risk, interest rate risk and business risk. For each category, the capital requirement is determined by applying factors to various asset, premium and reserve items, with the factor being higher for those items with greater underlying risk and lower for less risky items. The formula is intended to be used by insurance regulators as an early warning tool to identify possible weakly capitalized companies for purposes of initiating further regulatory action. If an insurer’s RBC falls below specified levels, then the insurer would be subject to different degrees of regulatory action depending upon the level. These actions range from requiring the insurer to propose actions to correct the capital deficiency to placing the insurer under regulatory control. In Canada, OSFI has authority to request an insurer to enter into a prudential agreement implementing measures to maintain or improve the insurer’s safety and soundness. OSFI also may issue orders to an insurer directing it to refrain from unsafe or unsound 15 practices or to take action to remedy financial concerns. OSFI has neither requested that Primerica Life Canada enter into any prudential agr eement nor has OSFI issued any order against Primerica Life Canada. In Canada, OSFI oversees an insurer’s minimum capital requirement and determines the sum of capital requirements for five categories of risk: asset default risk, mortality/morbidity/lapse risks, changes in interest rate environment risk, segregated funds risk and foreign exchange risk. NAIC Pronouncements and Reviews . The NAIC promulgates model insurance laws and regulations for adoption by the states in order to standardize insurance industry accounting and reporting guidance. Although many state regulations emanate from NAIC model statutes and pronouncements, SAPs continue to be established by individual state laws, regulations and permitted practices. Certain changes to NAIC model statutes and pronouncements, particularly as they affect accounting issues, may take effect automatically without affirmative action by a given state. With respect to some financial regulations and guidelines, non-domiciliary states sometimes defer to the interpretation of the insurance department of the state of domicile. However, neither the action of the domiciliary state nor the action of the NAIC is binding on a non- domiciliary state. Accordingly, a non-domiciliary state could choose to follow a different interpretation. The NAIC has established guidelines to assess the financial strength of insurance companies for U.S. state regulatory purposes. The NAIC conducts annual reviews of the financial data of insurance companies primarily through the application of 12 financial ratios prepared on a statutory basis. The annual statements are submitted to state insurance departments to assist them in monitoring insurance companies in their state. Statutory Accounting Principles . SAP is a basis of accounting developed by U.S. insurance regulators to monitor and regulate the solvency of insurance companies. In developing SAP, insurance regulators were primarily concerned with evaluating an insurer’s ability to pay all of its current and future obligations to policyholders. As a result, statutory accounting focuses on conservatively valuing the assets and liabilities of insurers, generally in accordance with standards specified by the insurer’s domiciliary jurisdiction. Uniform statutory accounting practices are established by the NAIC and generally adopted by regulators in the various U.S. jurisdictions. These accounting principles and related regulations determine, among other things, the amounts our insurance subsidiaries may ultimately pay to us as dividends, and they differ in many instances from U.S generally accepted accounting principles (“U.S. GAAP”), which are designed to measure a business on a going-concern basis. Under U.S. GAAP, certain expenses are capitalized when incurred and then amortized over the life of the associated policies. The valuation of assets and liabilities under U.S. GAAP is based in part upon best estimate assumptions made by the insurer. U.S. GAAP-basis stockholders’ equity represents the ownership interest in the U.S. GAAP-measured net assets held by stockholders. As a result, the values for assets, liabilities and equity reflected in financial statements prepared in accordance with U.S. GAAP will be different from those reflected in financial statements prepared under SAP. State Insurance Guaranty Funds Laws . Under most state insurance guaranty fund laws, insurance companies doing business therein can be assessed up to prescribed limits for policyholder losses incurred by insolvent companies. Most insurance guaranty fund laws currently provide that an assessment may be excused or deferred if it would threaten an insurer’s own financial strength. In addition, assessments may be partially offset by credits against future state premium taxes. Additional Oversight in Canada . In Canada, the Minister of Finance under the Insurance Companies Act approved our indirect acquisition of Primerica Life Canada in April 2010. The Minister expects that a person controlling a federal insurance company will provide ongoing financial, managerial or operational support to its subsidiary should such support prove necessary. The Minister required us to sign a support principle letter, which provides, without limiting the scope of the support principle letter, that this ongoing support may take the form of additional capital, the provision of managerial expertise or the provision of support in such areas as risk management, internal control systems and training. The provision of the support principle letter is intended to ensure that the person controlling the federal insurance company is aware of the importance and relevance of the support principle in the consideration of the application. However, the letter does not create a legal obligation on our part to provide the support. Primerica Life Canada is currently in compliance with the terms of the support principle letter. Other Regulatory Changes . From time to time, various jurisdictions make changes to the state or provincial licensing examination process that may make it more difficult for our sales representatives to obtain their life insurance licenses. For example, the insurance regulators in the Canadian provinces and territories implemented a new life insurance licensing examination program across Canada in January 2016. Changes such as these could decrease the ability of applicants to obtain their life insurance licenses. Likewise, FINRA has announced a restructuring of its representative-level qualification examination program that marks a conceptual change from FINRA’s current securities examination program. FINRA has not announced a specific timeframe for the implementation of the new exam structure, but has targeted an effective date of January 2018. While the objective of the new program is to improve efficiencies, if the changes create barriers to entry that are not relevant to assessing an applicant’s competence, the costs significantly increase, or the program is implemented without adequate transitions, the restructured program could result in a decrease in the number of registrants obtaining their securities licenses in the United States. For more information, see “Risk Factors” and “ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.” Regulation of Our Investment and Savings Products Business. PFS Investments is registered with, and regulated by, FINRA and the Securities and Exchange Commission (“SEC”). It is subject to regulation by the Municipal Securities Rulemaking Board (the 16 “MSRB”) with respect to 529 plans, by the Department of Labor (“DOL”) with respect to certain retirem ent plans, and by state securities agencies. PFS Investments operates as an introducing broker-dealer and is registered in all 50 U.S. states and certain territories and with the SEC. As such, it performs a review of investment recommendations made by our representatives in the account opening process, in accordance with FINRA requirements, but it does not hold client accounts. U.S. client funds are held by the mutual fund in which such client funds are invested or by the annuity underwriters in the case of variable annuities. PFS Investments is required to file monthly reports as well as annual audited financial statements with the SEC pursuant to Section 17 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and Rule 17a-5 thereunder. As part of filing these reports, PFS Investments is subject to minimum net capital requirements, as mandated by Rule 15c3‑1 of the Exchange Act. The SEC rules and regulations that currently apply to PFS Investments and our registered representatives generally require that we make suitable investment recommendations to our customers and disclose conflicts of interest that might affect the recommendations or advice we provide. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) gave the SEC the power to impose on broker-dealers a heightened standard of conduct (fiduciary duty) that is currently applicable only to investment advisors. As required by the Dodd-Frank Act, in January 2011, the SEC staff submitted a report to Congress in which it recommended that the SEC adopt a fiduciary standard of conduct for broker-dealers that is uniform with that of investment advisors. The SEC has slated the rule on its regulatory agenda for “long-term action” without a specific timetable. PFS Investments is also approved as a non-bank custodian under Internal Revenue Service (“IRS”) regulations and, in that capacity, may act as a custodian or trustee for certain retirement accounts. Our sales representatives who sell securities products through PFS Investments are required to be registered representatives of PFS Investments. All aspects of PFS Investments’ business are regulated, including sales methods and charges, trade practices, the use and safeguarding of customer securities, capital structure, recordkeeping, conduct and supervision of its independent salespeople. PFS Investments is also an SEC-registered investment advisor and, under the name Primerica Advisors, offers a managed investments, or mutual fund advisory, program. In most states, our representatives are required to obtain an additional license to offer this program. PSS is registered with the SEC as a transfer agent and, accordingly, is subject to SEC rules and examinations. Acting in this capacity, PSS and third-party vendors employed by PSS are responsible for certain client investment account shareholder services. On April 8, 2016, the DOL published a final regulation (“the DOL Fiduciary Rule”), which more broadly defines the circumstances under which a person or entity may be considered a fiduciary for purposes of the prohibited transaction rules of the Employee Retirement Income Security Act (“ERISA”) and Internal Revenue Code (“IRC”) Section 4975. IRC Section 4975 prohibits certain types of compensation paid by third parties with respect to transactions involving assets in qualified accounts, including IRAs. In connection with the DOL Fiduciary Rule, the DOL also issued new exemptions and amended several existing exemptions. On February 3, 2017, the President of the United States issued a memorandum directing the DOL to review the DOL Fiduciary Rule to determine, based on certain factors, whether the rule should be revised or rescinded. The DOL Fiduciary Rule, which was set to become “applicable” on April 10, 2017, may be delayed for an unspecified period while the Secretary of Labor prepares an updated economic and legal analysis on the impact of the DOL Fiduciary Rule. PFSL Investments Canada is a mutual fund dealer registered with and regulated by the Mutual Fund Dealers Association of Canada (the “MFDA”), the national self- regulatory organization for the distribution side for the Canadian mutual fund industry. It is also registered with provincial and territorial securities commissions throughout Canada. As a registered mutual fund dealer, PFSL Investments Canada performs the suitability review of mutual fund investment recommendations, and like our U.S. broker-dealer, it does not hold client accounts. PFSL Investments Canada is required to file monthly and annual financial statements and reports with the MFDA that are prepared to comply with the prescribed MFDA reporting requirements. The MFDA has established a risk adjusted capital standard for mutual fund dealers. Its formula is designed to provide advance warning of a member encountering difficulties. If a mutual fund dealer falls below specified levels then restrictions would apply until rectified, including not being able to act on certain matters without prior written consent from the MFDA. PFSL Investments Canada sales representatives are required to be registered in the provinces and territories in which they do business, including regulation by the Autorité des marchés financiers in Quebec, and are also subject to regulation by the MFDA. These regulators have broad administrative powers, including the power to limit or restrict the conduct of our business and impose censures or fines for failure to comply with the law or regulations. PFSL Fund Management in Canada is registered as an Investment Fund Manager in connection with our Concert™ Series mutual funds and is regulated by provincial securities commissions. PFSL Fund Management is required to file quarterly and annual financial statements with the Ontario Securities Commission (“OSC”) prepared to meet the requirements of National Instrument 31-103, Registration Requirements, Exemptions and Ongoing Registrant Obligations, based on the financial reporting framework specified in National Instrument 52-107, Acceptable Accounting Principles and Auditing Standards. PFSL Fund Management is required to maintain a minimum level of capital and file its quarterly and annual calculation of excess working capital with the OSC. As an investment fund manager, PFSL Fund Management is required to file 17 periodic reports with prov incial and territorial securities commissions throughout Canada for its Concert™ Series mutual funds. Such reports include semi-annual and annual financial statements prepared in accordance with IFRS. As the segregated funds are separate accounts of Primerica Life Canada, the segregated funds are also regulated by OSFI and included as part of the quarterly and annual financial statement filings for Primerica Life Canada. In addition, the segregated funds are also subject to the guidelines set out by the CLHIA. Other Laws and Regulations. The USA Patriot Act of 2001 (the “Patriot Act”) contains anti-money laundering and financial transparency laws and mandates the implementation of various regulations applicable to broker-dealers and other financial services companies, including insurance companies. The Patriot Act seeks to promote cooperation among financial institutions, regulators and law enforcement entities in identifying parties that may be involved in terrorism or money laundering. U.S. federal and state laws and regulations require financial institutions, including insurance companies, to protect the security and confidentiality of consumer financial information and to notify consumers about their policies and practices relating to their collection and disclosure of consumer information and their policies relating to protecting the security and confidentiality of that information. Similarly, federal and state laws and regulations also govern the disclosure and security of consumer health information. In particular, regulations promulgated by the U.S. Department of Health and Human Services regulate the disclosure and use of protected health information by health insurers and others (including certain life insurers), the physical and procedural safeguards employed to protect the security of that information and the electronic storage and transmission of such information. Congress and state legislatures are expected to consider additional legislation relating to privacy and other aspects of consumer information. The Financial Consumer Agency of Canada (“FCAC”), a Canadian federal regulatory body, is responsible for ensuring that federally regulated financial institutions, which include Primerica Life Canada and PFSL Investments Canada, comply with federal consumer protection laws and regulations, voluntary codes of conduct and their own public commitments. The Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”) is Canada’s financial intelligence unit. Its mandate includes ensuring that entities subject to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act comply with reporting, recordkeeping and other obligations under that act. We are also subject to privacy laws under the jurisdiction of federal and provincial privacy commissioners, anti-money laundering laws enforced by FINTRAC and OSFI, and the consumer complaints provisions of federal insurance laws under the mandate of the FCAC, which requires insurers to belong to a complaints ombud- service and file a copy of their complaints handling policy with the FCAC. Segment Financial and Geographic Disclosures We have two primary operating segments — Term Life Insurance and Investment and Savings Products. The Term Life Insurance segment includes underwriting profits on our in-force book of term life insurance policies, net of reinsurance, which are underwritten by our life insurance company subsidiaries. The Investment and Savings Products segment includes mutual funds, managed investments and annuities distributed through licensed broker-dealer subsidiaries and includes segregated funds, an individual annuity savings product that we underwrite in Canada through Primerica Life Canada. We also have a Corporate and Other Distributed Products segment, which consists of the majority of net investment income earned by our invested asset portfolio, realized gains and losses on invested assets, interest expense on notes payable and reserve financing transactions, and revenues and expenses related to the distribution of non-core products. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations” and Note 3 (Segment and Geographical Information) to our consolidated financial statements included elsewhere in this report for more information concerning our domestic and international operations and our operating segments. For information on risks relating to our Canadian operations, see “Risk Factors” and “Quantitative and Qualitative Information About Market Risks – Canadian Currency Risk.” Competition We operate in a highly competitive environment with respect to the sale of financial products and for retaining our more productive sales representatives. Because we offer several different financial products, we compete directly with a variety of financial institutions, such as insurance companies and brokers, banks, finance companies, credit unions, broker-dealers, mutual fund companies and other financial products and services companies. Competitors with respect to our term life insurance products consist both of stock and mutual insurance companies, as well as other financial intermediaries. Competitive factors affecting the sale of life insurance products include the level of premium rates, benefit features, risk selection practices, compensation of sales representatives and financial strength ratings from ratings agencies such as A.M. Best. In offering our securities products, our sales representatives compete with a range of other advisors, broker-dealers and direct channels, including wirehouses, regional broker-dealers, independent broker-dealers, insurers, banks, asset managers, registered investment advisors, mutual fund companies and other direct distributors. The mutual funds that we offer face competition from other mutual fund families and alternative investment products, such as exchange-traded funds. Our annuity products compete with products 18 from numerous other companies. Competitive factors affecting the sale of annuity products include price, product features, investmen t performance, commission structure, perceived financial strength, claims-paying ratings, service, and distribution capabilities. Information Technology We built a sophisticated information technology platform to support our clients, operations and sales force. Located at our main campus in Duluth, Georgia, our data center houses an enterprise-class IBM mainframe that serves as the repository for all client and sales force data and operates as a database server for our distributed environment. Our business applications, many of which are proprietary, are supported by application developers and data center staff at our main campus. Our information security team provides services that include project consulting, threat management, application and infrastructure assessments, secure configuration management, and information security administration. This infrastructure also supports a combination of local and remote recovery solutions for business resumption in the event of a disaster. We adopted a new Incident Response Plan in August 2016. Under this Plan, our Incident Response Team consists of employees from our information security, legal, compliance, public relations, and business teams. This Plan is designed to help Primerica identify and promptly respond to information security incidents, contain and eradicate such incidents, notify affected parties and, where appropriate, notify government and regulatory authorities. This Plan documents the roles and responsibilities of Primerica personnel and third-party vendors in responding to information security incidents, including when and to whom incidents should be reported based on level of severity. On a semi-annual basis, the team undertakes facilitator-led trainings and simulations of information security incidents. We have also purchased cyber insurance coverage, which became effective in January 2017. Employees As of December 31, 2016, we had 1,787 full-time employees in the United States and 239 full-time employees in Canada. In addition, as of December 31, 2016, we had 547 on-call employees in the United States and 89 on-call employees in Canada who provided services on an as-needed hourly basis. None of our employees is a member of any labor union, and we have never experienced any business interruption as a result of any labor disputes. Available Information We make available free of charge on our website ( www.primerica.com ) our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable upon filing such information with, or furnishing it to, the SEC. Information included on our website is not incorporated by reference into this report. The Company’s reports are also available at the SEC’s Public Reference Room at 100 F. Street, NE, Washington, DC 20549, on the SEC’s website at www.sec.gov , or by calling the SEC at 1-800-SEC-0330. I TEM 1A.RISK FACTORS. Risks Related to Our Distribution Structure Our failure to continue to attract new recruits, retain sales representatives or license or maintain the licensing of our sales representatives would materially adversely affect our business, financial condition and results of operations. New sales representatives provide us with access to new clients, enable us to increase sales and provide the next generation of successful sales representatives. As is typical with distribution businesses, we experience a high rate of turnover among our part-time sales representatives, which requires us to attract, retain and motivate a large number of sales representatives. Recruiting is performed by our current sales representatives, and the effectiveness of recruiting is generally dependent upon our reputation as a provider of a rewarding and potentially lucrative income opportunity, as well as the general competitive and economic environment. Whether recruits are motivated to complete their training and licensing requirements and commit to selling our products is largely dependent upon the effectiveness of our compensation and promotional programs, as well as the competitiveness of such programs compared with other companies, including other part-time business opportunities and our recruits’ desire to help middle-income families in their communities become educated about their finances and assist them in identifying products that provide income protection and savings opportunities. If our new business opportunities and products do not generate sufficient interest to attract new recruits, motivate them to become licensed sales representatives and maintain their licenses, and incentivize them to sell our products and recruit other new sales representatives, our business would be materially adversely affected. Certain key RVPs have large sales organizations that include thousands of sales representatives. These key RVPs are responsible for attracting, motivating, supporting and assisting the sales representatives in their sales organizations. The loss of one or more key RVPs together with a substantial number of their sales representatives for any reason could materially adversely affect our financial results and could impair our ability to attract new sales representatives. 19 Furthermore, if we or any other businesses with a similar distribution structure engage in practices resulting in increased negative public attention for our business model, the resulting reputational challenges could adversely affect our ability to attract new recruits. Companies such as ours that use independent agents to sell directly to customers can be the subject of negative commentary on website postings, social media and other non-traditional media. This negative commentary can spread inaccurate or incomplete information about distribution compan ies in general or our company in particular, which can make our recruiting more difficult. From time to time, various jurisdictions make changes to the state or provincial licensing examination process that may make it more difficult for our sales representatives to obtain their life insurance licenses. For example, the insurance regulators in the Canadian provinces and territories implemented a new life insurance licensing examination program across Canada in January 2016. Changes such as these could decrease the ability of applicants to obtain their life insurance licenses. Likewise, FINRA has announced a restructuring of its representative-level qualification examination program that marks a conceptual change from FINRA’s current securities examination program. FINRA has not announced a specific timeframe for the implementation of the new exam structure, but has targeted an effective date of January 2018. While the objective of the new program is to improve efficiencies, if the changes create barriers to entry that are not relevant to assessing an applicant’s competence, the costs significantly increase, or the program is implemented without adequate transitions, the restructured program could result in a decrease in the number of registrants obtaining their securities licenses in the United States. There are a number of laws and regulations that could apply to our distribution model, which could require us to modify our distribution structure. In the past, certain distribution models that use independent agents to sell directly to customers have been subject to challenge under various laws, including laws relating to business opportunities, franchising and unfair or deceptive trade practices. In general, state business opportunity and franchise laws in the United States prohibit sales of business opportunities or franchises unless the seller provides potential purchasers with a pre-sale disclosure document that has first been filed with a designated state agency and grants purchasers certain legal recourse against sellers of business opportunities and franchises. Certain Canadian provinces have enacted legislation dealing with franchising, which typically requires mandatory disclosure to prospective franchisees. We have not been, and are not currently, subject to business opportunity laws because the amounts paid by our new representatives to us: (i) are less than the minimum thresholds set by many state and provincial statutes and (ii) are not fees paid for the right to participate in a business, but rather are for bona fide expenses such as state and provincial-required insurance examinations and pre-licensing training. We have not been, and are not currently, subject to franchise laws for similar reasons. However, there is a risk that a governmental agency or court could disagree with our assessment or that these laws and regulations could change. In addition, although we do not believe that the Federal Trade Commission ("FTC")'s Business Opportunity Rule applies to our company, it could be interpreted in a manner inconsistent with our interpretation. Becoming subject to business opportunity or franchise laws or regulations could require us to provide additional disclosures and regulate the manner in which we recruit our sales representatives that may increase the expense of, or adversely impact our recruitment of new sales representatives. There are various laws and regulations that prohibit fraudulent or deceptive schemes known as pyramid schemes. In general, a pyramid scheme is defined as an arrangement in which new participants are required to pay a fee to participate in the organization and then receive compensation primarily for recruiting other persons to participate, either directly or through sales of goods or services that are merely disguised payments for recruiting others. The application of these laws and regulations to a given set of business practices is inherently fact-based and, therefore, is subject to interpretation by applicable enforcement authorities. Our sales representatives are paid commissions and other remuneration based on sales of our products and services to bona fide purchasers, and for this and other reasons we do not believe that we are subject to laws regulating pyramid schemes. Moreover, our sales representatives are not required to purchase any of the products marketed by us. However, even though we believe that our distribution practices are currently in compliance with, or exempt from, these laws and regulations, there is a risk that a governmental agency or court could disagree with our assessment or that these laws and regulations could change, which could require us to restructure our operations in certain jurisdictions or result in other costs or fines. There are also federal, state and provincial laws of general application, such as the FTC Act, and state or provincial unfair and deceptive trade practices laws that could potentially be invoked to challenge aspects of our recruiting of sales representatives. In particular, our recruiting efforts include promotional materials for recruits that describe the potential business opportunity available to them if they join our sales force. These materials, as well as our other recruiting efforts and those of our sales representatives, are subject to scrutiny by the FTC and state and provincial enforcement authorities with respect to misleading statements, including misleading earnings claims made to encourage potential new recruits to join our sales force. If claims made by us or by our sales representatives are deemed to be unfair, deceptive, or misleading, it could result in violations of the FTC Act or comparable state and provincial statutes prohibiting unfair or deceptive trade practices or result in reputational harm. Being subject to, or out of compliance with, the aforementioned laws and regulations could require us to change our distribution structure, which could materially adversely affect our business, financial condition and results of operations. 20 There may be adverse tax, legal or financial consequences if the independent contractor status of our sales representatives is overturned. Our sales representatives are independent contractors who operate their own businesses. In the past, we have been successful in defending our company in various contexts before courts and governmental agencies against claims that our sales representatives should be treated like employees. Although we believe that we have properly classified our representatives as independent contractors, there is nevertheless a risk that the IRS, the Canada Revenue Agency, a court or other authority will take a different view. Furthermore, the tests governing the determination of whether an individual is considered to be an independent contractor or an employee are typically fact- sensitive and vary from jurisdiction to jurisdiction. Laws and regulations that govern the status and misclassification of independent sales representatives are subject to change or interpretation. The classification of workers as independent contractors has been the subject of federal, state and provincial legislative and regulatory interest over the last several years, with proposals being made that call for greater scrutiny of independent contractor classifications and greater penalties for companies who wrongly classify workers as independent contractors instead of employees. We cannot predict the outcome of these legislative and regulatory efforts. If there is an adverse determination with respect to the classification of some or all of our independent contractors by a court or governmental agency, we could incur significant costs in complying with such laws and regulations, including in respect of tax withholding, social security payments, retirement plan contributions and recordkeeping, employee benefits, payment of wages or modification of our business model, any of which could have a material adverse effect on our business, financial condition and results of operations. In addition, there is the risk that we may be subject to significant monetary liabilities arising from fines or judgments as a result of any such actual or alleged non-compliance with federal, state, or provincial laws. The Company’s or its independent sales representatives' violation of, or non-compliance with, laws and regulations and related claims and proceedings could expose us to material liabilities. Extensive federal, state, provincial and territorial laws regulate our product offerings and our relationships with our clients, imposing certain requirements that our sales representatives must follow. At any given time, we may have pending state, federal or provincial examinations or inquiries of our investment and savings products and insurance businesses. In addition to imposing requirements that sales representatives must follow in their dealings with clients, these laws and regulations generally require us to maintain a system of supervision reasonably designed to ensure that our sales representatives comply with the requirements to which they are subject. We have policies and procedures to comply with these laws and regulations. However, despite these compliance and supervisory efforts, the breadth of our operations and the broad regulatory requirements could result in oversight failures and instances of non-compliance or misconduct on the part of our sales representatives. From time to time, we are subject to private litigation as a result of alleged misconduct by our sales representatives. Examples include claims that a sales representative's failure to disclose underwriting-related information regarding the insured on an insurance application resulted in the denial of a life insurance policy claim, and with respect to investment and savings products sales, errors or omissions that a sales representative made in connection with the purchase or sale of a securities product. Non- compliance with laws or regulations by our sales representatives could result in adverse findings in either examinations or litigation and could subject us to sanctions, monetary liabilities, restrictions on or the loss of the operation of our business, or reputational harm, any of which could have a material adverse effect on our business, financial condition and results of operations. Any failure to protect the confidentiality of client information could adversely affect our reputation and have a material adverse effect on our business, financial condition and results of operations. Pursuant to federal, state and provincial laws, various government agencies have established rules protecting the privacy and security of personal information. In addition, most states and some provinces have enacted laws, which vary significantly from jurisdiction to jurisdiction, to safeguard the privacy and security of personal information. Many of our sales representatives and employees have access to, and routinely process, personal information of clients through a variety of media, including the Internet and software applications. We rely on various internal processes and controls to protect the confidentiality of client information that is accessible to, or in the possession of, our company, our employees and our sales representatives. If a sales representative or employee intentionally or unintentionally discloses or misappropriates confidential client information or our data is the subject of a cybersecurity attack, or if we fail to maintain adequate internal controls or our sales representatives or employees fail to comply with our policies and procedures, misappropriation or intentional or unintentional inappropriate disclosure or misuse of client information could occur. Such internal control inadequacies or non-compliance could materially damage our reputation or lead to civil or criminal penalties, which, in turn, could have a material adverse effect on our business, financial condition and results of operations. Risks Related to Our Insurance Business and Reinsurance We may face significant losses if our actual experience differs from our expectations regarding mortality or persistency. We set prices for life insurance policies based upon expected claim payment patterns derived from assumptions we make about the mortality rates, or likelihood of death, of our policyholders in any given year. The long-term profitability of these products depends upon how our actual mortality rates compare to our pricing assumptions. For example, if mortality rates are higher than those assumed 21 in our pricing ass umptions, we could be required to make more death benefit payments under our life insurance policies or to make such payments sooner than we had projected, which may decrease the profitability of our term life insurance products and result in an increase i n the cost of our subsequent reinsurance transactions. The prices and expected future profitability of our life insurance products are also based, in part, upon assumptions related to persistency. Actual persistency that is lower than our persistency assumptions could have an adverse effect on profitability, especially in the early years of a policy, primarily because we would be required to accelerate the amortization of expenses we deferred in connection with the acquisition of the policy. Actual persistency that is higher than our persistency assumptions could have an adverse effect on profitability in the later years of a block of policies because the anticipated claims experience is higher in these later years. If actual persistency is significantly different from that assumed in our pricing assumptions, our reserves for future policy benefits may prove to be inadequate. We are precluded from adjusting premiums on our in-force business during the initial term of the policies, and our ability to adjust premiums on in-force business after the initial policy term is limited to the maximum premium rates in the policy. Our assumptions and estimates regarding mortality and persistency require us to make numerous judgments and, therefore, are inherently uncertain. We cannot determine with precision the actual persistency or ultimate amounts that we will pay for actual claim payments on a block of policies, the timing of those payments, or whether the assets supporting these contingent future payment obligations will increase to the levels we estimate before payment of claims. If we conclude that our future policy benefit reserves, together with future premiums, are insufficient to cover actual or expected claims payments and the scheduled amortization of our deferred policy acquisition costs ("DAC"), we would be required to first accelerate our amortization of DAC and then increase our future policy benefit reserves in the period in which we make the determination, which could materially adversely affect our business, financial condition and results of operations. The occurrence of a catastrophic event could materially adversely affect our business, financial condition and results of operations. Our insurance operations are exposed to the risk of catastrophic events, which could cause a large number of premature deaths of our insureds. A catastrophic event could also cause significant volatility in global financial markets and disrupt the economy. Although we have ceded a significant majority of our mortality risk to reinsurers, a catastrophic event could cause a material adverse effect on our business, financial condition and results of operations. Claims resulting from a catastrophic event could cause substantial volatility in our financial results for any quarter or year and could also materially harm the financial condition of our reinsurers, which would increase the probability of default on reinsurance recoveries. Our ability to write new business could also be adversely affected. In addition, most of the jurisdictions in which our insurance subsidiaries are licensed to transact business require life insurers to participate in guaranty associations, which raise funds to pay contractual benefits owed pursuant to insurance policies issued by impaired, insolvent or failed issuers. It is possible that a catastrophic event could require extraordinary assessments on our insurance companies, which could have a material adverse effect on our business, financial condition and results of operations. Our insurance business is highly regulated, and statutory and regulatory changes may materially adversely affect our business, financial condition and results of operations. Life insurance statutes and regulations are generally designed to protect the interests of the public and policyholders. Those interests may conflict with the interests of our stockholders. Currently, in the United States, the power to regulate insurance resides almost exclusively with the states. The laws of the various U.S. jurisdictions grant state insurance regulators broad powers to regulate almost all aspects of our insurance business. Much of this state regulation follows model statutes or regulations developed or amended by the NAIC, which is composed of the insurance commissioners of each U.S. jurisdiction. The NAIC re-examines and amends existing model laws and regulations (including holding company regulations) in addition to determining whether new ones are needed. The Dodd-Frank Act created the Federal Insurance Office and authorized it to, among other things, study methods to modernize and improve insurance regulation. We cannot predict with certainty whether, or in what form, reforms will be enacted and, if so, whether the enacted reforms will materially affect our business. Changes in federal statutes, including the Gramm-Leach-Bliley Act and the McCarran-Ferguson Act, financial services regulation and federal taxation, in addition to changes to state statutes and regulations, may be more restrictive than current requirements or may result in higher costs, and could materially adversely affect our business, financial condition and results of operations. We are currently undergoing multi-state treasurer unclaimed property audits by 30 jurisdictions focused on the life insurance claims paying practices of our subsidiaries, Primerica Life and NBLIC. Other jurisdictions may pursue similar audits and litigation. The potential outcome of such actions is difficult to predict but could subject us to adverse consequences, including, but not limited to, settlement payments, additional payments to beneficiaries, and additional escheatment of funds deemed abandoned under state laws. We cannot reasonably estimate the likelihood or the impact of additional costs or liabilities that could result from resolution of these matters, or the effect these matters may have on the conduct of our business, financial condition and results of operations. Federal and provincial insurance laws regulate all aspects of our Canadian insurance business. Changes to federal or provincial statutes and regulations may be more restrictive than current requirements or may result in higher costs, which could materially adversely affect our business, financial condition and results of operations. If OSFI determines that our corporate actions do not 22 comply with applicable Canadian law, Primerica Life Canada could face sanctions or fines, and Primerica Life Canada could be subject to increased capital requirements or other requirements deemed appropriate by OSFI. We received approval from the Minister of Finance (Canada) under the Insurance Companies Act (Canada) in connection with our indirect acquisition of Primerica Life Canada. The Minister expects that a person controlling a federal insurance company will provide ongoing financial, managerial or operational support to its subsidiary should such support prove necessary, and has required us to sign a support principle letter to that effect. This ongoing support may take the form of additional capital, the provision of managerial expertise or the provision of support in such areas as risk management, internal control systems and training. However, the letter does not create a legal obligation on the part of the person to provide the support. In the event that OSFI determines Primerica Life Canada is not receiving adequate support from the Parent Company under applicable Canadian law, Primerica Life Canada may be subject to increased capital requirements or other requirements deemed appropriate by OSFI. If there were to be extraordinary changes to statutory or regulatory requirements in the United States or Canada, we may be unable to fully comply with or maintain all required insurance licenses and approvals. Regulatory authorities have relatively broad discretion to grant, renew and revoke licenses and approvals. If we do not have all requisite licenses and approvals, or do not comply with applicable statutory and regulatory requirements, the regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our insurance activities or impose fines or penalties on us, which could materially adversely affect our business, financial condition and results of operations. We cannot predict with certainty the effect any proposed or future legislation or regulatory initiatives may have on the conduct of our business. A decline in the regulatory capital ratios of our insurance subsidiaries could result in increased scrutiny by insurance regulators and ratings agencies and have a material adverse effect on our business, financial condition and results of operations. Each of our U.S. insurance subsidiaries is subject to RBC standards (imposed under the laws of its respective jurisdiction of domicile). The RBC formula for U.S. life insurance companies generally establishes capital requirements relating to asset, insurance, interest rate and business risks. Our U.S. insurance subsidiaries are required to report their results of RBC calculations annually to the applicable state department of insurance and the NAIC. Our Canadian life insurance subsidiary is subject to minimum continuing capital and surplus requirements (“MCCSR”), and Tier 1 capital ratio requirements, and is required to provide its MCCSR and Tier 1 capital ratio calculations to the Canadian regulators. The capitalization of our insurance subsidiaries is maintained at levels in excess of the effective minimum requirements of the NAIC in the United States and OSFI in Canada. In any particular year, statutory capital and surplus amounts and RBC and MCCSR ratios may increase or decrease depending on a variety of factors, including the amount of statutory income or losses generated by our insurance subsidiaries, the amount of additional capital our insurance subsidiaries must hold to support business growth, changes in their reserve requirements, the value of securities in their investment portfolios, the credit ratings of investments held in their portfolios, changes in interest rates, credit market volatility, changes in consumer behavior, as well as changes to the NAIC's RBC formula or the MCCSR calculation of OSFI. Many of these factors are outside of our control. Our financial strength and credit ratings are significantly influenced by the statutory surplus amounts and RBC and MCCSR ratios of our insurance company subsidiaries. Ratings agencies may change their internal models, effectively increasing or decreasing the amount of statutory capital our insurance subsidiaries must hold to maintain their current ratings. In addition, ratings agencies may downgrade the invested assets held in our portfolio, which could result in a reduction of our insurance subsidiaries’ capital and surplus. Changes in statutory accounting principles could also adversely impact our insurance subsidiaries' ability to meet minimum RBC, MCCSR and statutory capital and surplus requirements. There is no assurance that our insurance subsidiaries will not need additional capital or, if needed, that we will be able to provide it to maintain the targeted RBC and MCCSR levels to support their business operations. The failure of any of our insurance subsidiaries to meet its applicable RBC and MCCSR requirements or minimum capital and surplus requirements could subject it to further examination or corrective action imposed by insurance regulators, including limitations on its ability to write additional business, supervision by regulators or seizure or liquidation. Any corrective action imposed could have a material adverse effect on our business, financial condition and results of operations. A decline in RBC or MCCSR also limits the ability of our insurance subsidiaries to pay dividends or make distributions and could be a factor in causing ratings agencies to downgrade the financial strength ratings of all our insurance subsidiaries. Such downgrades would have an adverse effect on our ability to write new insurance policies and, therefore, could have a material adverse effect on our business, financial condition and results of operations. A significant ratings downgrade by a ratings organization could materially adversely affect our business, financial condition and results of operations. Each of our insurance subsidiaries, with the exception of Peach Re and Vidalia Re, has been assigned a financial strength rating by A.M. Best. Primerica Life currently also has an insurer financial strength rating from Standard & Poor's and Moody's. NBLIC, Primerica Life Canada, Peach Re and Vidalia Re are not rated by Standard & Poor's and Moody's. The financial strength ratings of our insurance subsidiaries are subject to periodic review using, among other things, the ratings agencies' proprietary capital adequacy models, and are subject to revision or withdrawal at any time. Insurance financial strength ratings are directed toward the concerns of policyholders and are not intended for the protection of stockholders or as a 23 recommendation to buy, hold or sell securities. Our financial strength ratings will affect our competitive position relative to other insurance companies. If the financial strength ratings of our insurance subs idiaries fall below certain levels, some of our policyholders may move their business to our competitors. In addition, the models used by ratings agencies to determine financial strength are different from the capital requirements set by insurance regulato rs. Ratings organizations review the financial performance and financial conditions of insurance companies, and provide opinions regarding financial strength, operating performance and ability to meet obligations to policyholders. A significant downgrade in the financial strength ratings of any of our insurance subsidiaries, or the announced potential for a downgrade, could have a material adverse effect on our business, financial condition and results of operations by, among other things: •reducing sales of insurance products; •adversely affecting our relationships with our sales representatives; •materially increasing the amount of policy cancellations by our policyholders; •requiring us to reduce prices to remain competitive; and •adversely affecting our ability to obtain reinsurance at reasonable prices or at all. If the rating agencies or regulators change their approach to financial strength ratings and statutory capital requirements, we may need to take action to maintain current ratings and capital adequacy ratios, which could have a material adverse effect on our business, financial condition and results of operations. In addition to financial strength ratings of our insurance subsidiaries, the Parent Company currently has investment grade credit ratings from Standard & Poor's, Moody's, and A.M. Best for its Senior Notes. These ratings are indicators of a debt issuer's ability to meet the terms of debt obligations and are important factors in its ability to access liquidity in the debt markets. A rating downgrade by a rating agency can occur at any time if the rating agency perceives an adverse change in our financial condition, results of operations or ability to service debt. If such a downgrade occurs, it could have a material adverse effect on our financial condition and results of operations in many ways, including adversely limiting our access to capital in the unsecured debt market and potentially increasing the cost of such debt. The failure by any of our reinsurers or reserve financing counterparties to perform its obligations to us could have a material adverse effect on our business, financial condition and results of operations. We extensively use reinsurance in the United States to diversify our risk and to manage our loss exposure to mortality risk. Reinsurance does not relieve us of our direct liability to our policyholders, even when the reinsurer is liable to us. We, as the insurer, are required to pay the full amount of death benefits even in circumstances where we are entitled to receive payments from the reinsurer. Due to factors such as insolvency, adverse underwriting results or inadequate investment returns, our reinsurers may not be able to pay the amounts they owe us on a timely basis or at all. Further, reinsurers might refuse or fail to pay losses that we cede to them or might delay payment. Since death benefit claims may be paid long after a policy is issued, we bear credit risk with respect to our reinsurers. The creditworthiness of our reinsurers may change before we can recover amounts to which we are entitled. Any such failure to pay by our reinsurers could have a material adverse effect on our business, financial condition and results of operations. We also have in place coinsurance agreements that we originally entered into at the time of our IPO, pursuant to which we ceded between 80% and 90% of the risks and rewards of our term life insurance policies that were in force at year-end 2009. Under this arrangement, our existing reinsurance agreements remain in place. Each coinsurer entered into trust agreements with our respective insurance subsidiaries and a trustee pursuant to which the coinsurer placed assets (primarily treasury and fixed- income securities) in trust for such subsidiary's benefit to secure the coinsurer's obligations to such subsidiary. Each such coinsurance agreement requires each coinsurer to maintain assets in trust sufficient to give our subsidiary full credit for regulatory purposes for the insurance, which amount will not be less than the amount of the reserves for the coinsured liabilities. Furthermore, our insurance subsidiaries have the right to recapture the business upon the occurrence of an event of default under their respective coinsurance agreement subject to any applicable cure periods. While any such recapture would be at no cost to us, such recapture would result in a substantial increase in our insurance exposure and require us to be fully responsible for the management of the assets set aside to support statutory reserves. The type of assets we might obtain as a result of a recapture may not be as liquid as our current invested asset portfolio and could result in an unfavorable impact on our risk profile. There can be no assurance that the relevant coinsurer will pay the coinsurance obligations owed to us now or in the future or that it will pay these obligations on a timely basis. If any of the coinsurers becomes insolvent, the trust account to support the obligations of such coinsurer is insufficient to pay such coinsurer's obligations to us and we fail to enforce our right to recapture the business, it could have a material adverse effect on our business, financial condition and results of operations. We have entered into transactions by which we finance redundant statutory reserves of certain issue years of our Term Life business. Under these transactions, we pay a fee to financial counterparties for their commitment to support redundant reserves and provide corresponding statutory reinsurance credit, allowing us to more efficiently manage our capital. While we monitor the credit quality and financial strength of these counterparties, if their financial strength was significantly impaired to the extent that their support of our redundant reserves could no longer be relied upon, it could have a material adverse effect on our business, financial condition, and results of operations. 24 Risks Related to Our Investments and Savings Products Business Our Investment and Savings Products segment is heavily dependent on mutual fund and annuity products offered by a relatively small number of companies, and, if these products fail to remain competitive with other investment options or we lose our relationship with one or more of these companies, our business, financial condition and results of operations may be materially adversely affected. We earn a significant portion of our earnings through our relationships with a small group of mutual fund and annuity companies. A decision by one or more of these companies to alter or discontinue their current arrangements with us could materially adversely affect our business, financial condition and results of operations. In addition, if any of our investment and savings products fail to achieve satisfactory investment performance, our clients may seek higher yielding alternative investment products, and we could experience higher redemption rates. In recent years there has been an increase in the popularity of alternative investments, which we do not currently offer on our brokerage platform. These investment options typically have low fee structures and provide some of the attributes of mutual funds, such as risk diversification. If these products continue to gain traction among our client base as viable alternatives to mutual fund investments, our investment and savings products revenues could decline. In addition to sales commissions and asset-based compensation, a portion of our earnings from investment and savings products comes from recordkeeping services that we provide to third parties and from fees earned for custodial services that we provide to clients with retirement plan accounts in the funds of these mutual fund companies. We also receive marketing and support fees from each of these mutual fund companies. A decision by one or more of these fund companies to alter or discontinue their current arrangements with us would materially adversely affect our business, financial condition and results of operations. The Company’s or its securities-licensed sales representatives' violations of, or non-compliance with, laws and regulations could expose us to material liabilities. Our subsidiary broker-dealer and registered investment advisor, PFS Investments, is subject to federal and state regulation of its securities business. These regulations cover sales practices, trade suitability, supervision of registered representatives, recordkeeping, the conduct and qualification of officers and employees, net capital requirements, business operations, the rules and regulations of the MSRB and state blue sky regulation. Investment advisory representatives are generally held to a higher standard of conduct than registered representatives. Our subsidiary, PSS, is a registered transfer agent engaged in the recordkeeping business and is subject to SEC regulation. Violations of laws or regulations applicable to the activities of PFS Investments or PSS, or violations by a third party with which PFS Investments or PSS contracts, could subject us to disciplinary actions and litigation and could result in the imposition of cease and desist orders, fines or censures, restitution to clients, suspension or revocation of SEC registration, suspension or expulsion from FINRA, reputational damage and legal expense, any of which could materially adversely affect our business, financial condition and results of operations. Our Canadian broker-dealer subsidiary, PFSL Investments Canada and its sales representatives are subject to the securities laws of the provinces and territories of Canada in which we sell our mutual fund products and those of third parties and to the rules of the MFDA, the self-regulatory organization governing mutual fund dealers. PFSL Investments Canada is subject to periodic review by both the MFDA and the provincial and territorial securities commissions to assess its compliance with, among other things, applicable capital requirements and sales practices and procedures. These regulators have broad administrative powers, including the power to limit or restrict the conduct of our business for failure to comply with applicable laws or regulations. Possible sanctions that could be imposed include the suspension of individual sales representatives, limitations on the activities in which the dealer may engage, suspension or revocation of the dealer registration, the ability to withhold licenses or to impose restrictive terms and conditions on the licenses of sales representatives, censure or fines, any of which could materially adversely affect our business, financial condition and results of operations. If heightened standards of conduct or more stringent licensing requirements, such as those proposed by the SEC and those adopted by the DOL, are imposed on us or our sales representatives, or selling compensation is reduced as a result of new legislation or regulations, it could have a material adverse effect on our business, financial condition and results of operations. Our U.S. sales representatives are subject to federal and state regulation as well as state licensing requirements. PFS Investments, which is regulated as a broker-dealer, and our U.S. sales representatives are currently subject to general anti-fraud limitations under the Exchange Act and SEC rules and regulations, as well as other conduct standards prescribed by FINRA. These standards generally require that broker-dealers and their sales representatives disclose conflicts of interest that might affect the advice or recommendations they provide and require them to make suitable investment recommendations to their customers. In January 2011 under the authority of the Dodd-Frank Act, which gives the SEC the power to impose on broker-dealers a heightened standard of conduct that is currently applicable only to investment advisers, the SEC staff submitted a report to Congress in which it recommended that the SEC adopt a fiduciary standard of conduct for broker-dealers that is uniform with that of investment advisors. The SEC has slated the rule on its regulatory agenda for “long-term action” without a specific timetable. On April 8, 2016, the DOL published a final rule (the “DOL Fiduciary Rule”), which more broadly defines the circumstances under which a person or entity may be considered a fiduciary for purposes of the prohibited transaction rules of the ERISA and IRC Section 25 4975. IRC Section 4975 prohibits certain types of compensation paid by third parties with respect to transactions involving assets in qualified accounts, including IRAs. Simultaneously with publication of the DOL Fiduciary Rule, the DOL issued new, and amended existing, exemptions intended, among other t hings, to allow advisers and their firms to continue to receive common forms of compensation that would otherwise be prohibited due to the DOL Fiduciary Rule, provided the conditions of the exemptions are met. On February 3, 2017, the President of the Unit ed States issued a memorandum directing the DOL to review the DOL Fiduciary Rule to determine, based on certain factors, whether the rule should be revised or rescinded. The DOL Fiduciary Rule, which was set to become “applicable” on April 10, 2017, may be delayed for an unspecified period while the Secretary of Labor prepares an updated economic and legal analysis on the impact of the DOL Fiduciary Rule. If it were to become applicable in its current form, we believe that the DOL Fiduciary Rule would necessitate certain changes to our qualified plan business in order for us to continue to help investors save for retirement. Because of the uncertainty of the status of the DOL Fiduciary Rule, we have not yet determined the extent to which we would make necessitated compensation, product or other changes to our qualified investment and savings plan business, nor whether we would make such changes consistent across our non-qualified investment and savings business. While we have incurred, and would expect to continue to incur, increased costs, we cannot quantify the collective impact of those costs and other changes on the Company. IRAs and other qualified accounts are a core component of the Investment and Savings Products segment of our business and accounted for a significant portion of the total revenue of this segment for the year ended December 31, 2016. Changes resulting from the DOL Fiduciary Rule could make it more difficult for us and our sales representatives to profitably serve the middle-income market and could result in a reduction in the number of IRAs and qualified accounts that we serve, which could materially adversely affect the amount of revenue that we generate from this line of business and ultimately could result in a decline in the number of our securities-licensed sales representatives. Heightened standards of conduct as a result of either of the above items or another similar proposed rule or regulation could also increase the compliance and regulatory burdens on our representatives, and could lead to increased litigation and regulatory risks, changes to our business model, a decrease in the number of our securities- licensed representatives and a reduction in the products we offer to our clients, any of which could have a material adverse effect on our business, financial condition and results of operations. If our suitability policies and procedures were deemed inadequate, it could have a material adverse effect on our business, financial condition and results of operations. We review the account applications that we receive for our investment and savings products for suitability. While we believe that the policies and procedures we implement to help our sales representatives assist clients in making appropriate and suitable investment choices are reasonably designed to achieve compliance with applicable securities laws and regulations, it is possible that the SEC, FINRA, state securities regulators or MFDA may not agree. Further, we could be subject to regulatory actions or private litigation, which could materially adversely affect our business, financial condition and results of operations. Our sales force support tools may fail to appropriately identify financial needs or suitable investment products. Our support tools are designed to educate potential and existing clients, help identify their financial needs, and generally introduce the potential benefits of our product offerings. The assumptions and methods of analyses embedded in our support tools could be challenged and subject us to regulatory action or private litigation, which could materially adversely affect our business, financial condition and results of operations. Non-compliance with applicable regulations could lead to revocation of our subsidiary's status as a non-bank custodian. PFS Investments is a non-bank custodian of retirement accounts, as permitted under Treasury Regulation 1.408-2. A non-bank custodian is an entity that is not a bank and that is permitted by the IRS to act as a custodian for retirement plan account assets of our clients. The IRS retains authority to revoke or suspend that status if it finds that PFS Investments is unwilling or unable to administer retirement accounts in a manner consistent with the requirements of the applicable regulations. Revocation of PFS Investments' non-bank custodian status would affect its ability to earn revenue for providing such services and, consequently, could materially adversely affect our business, financial condition and results of operations. As our securities sales increase, we become more sensitive to performance of the equity markets. A significant portion of our investment sales and assets under management are comprised of North American equity-based products. The multi-year growth in equity valuations has increased proportionally the Company’s revenue and product income derived from the sale of these products. A significant correction in the North American equity markets that decreases the company’s assets under management, or a protracted long-term downturn in equity market performance that has a negative effect on the Company’s sales of securities products, could have an adverse effect on our business, financial condition and results of operations. 26 Other Risks Related to Our Business Credit deterioration in, and the effects of interest rate fluctuations on, our invested asset portfolio and other assets that are subject to changes in credit quality and interest rates could materially adversely affect our business, financial condition and results of operations. A large percentage of our invested asset portfolio is invested in fixed-income securities. As a result, credit deterioration and interest rate fluctuations could materially affect the value of and earnings generated by our invested asset portfolio. Fixed-income securities decline in value if there is no active trading market for the securities or the market's impression of, or the ratings agencies' views on, the credit quality of an issuer worsens. During periods of declining market interest rates, we must invest the cash we receive as interest, return of principal on our investments and cash from operations in lower-yielding, high-grade instruments or in lower-credit instruments to maintain comparable returns. Issuers of fixed-income securities could also decide to prepay their obligations to borrow at lower market rates, which would increase our reinvestment risk. If interest rates generally increase, the market value of our fixed rate income portfolio decreases. Additionally, if the market value of any security in our invested asset portfolio decreases, we may realize losses if we deem the value of the security to be other-than-temporarily impaired. We also have an asset on deposit with a reinsurer backing a 10% coinsurance agreement entered into at the time of our IPO. The fair value of this asset is influenced by fluctuation in credit spreads and interest rates, and changes in fair value are recognized in income. To the extent that any fluctuations in fair value or interest rates are significant or we recognize impairments that are material, it could have a material adverse effect on our business, financial condition and results of operations. Valuation of our investments and the determination of whether a decline in the fair value of our invested assets is other-than-temporary are based on estimates that may prove to be incorrect. U.S. GAAP requires that when the fair value of any of our invested assets declines and such decline is deemed to be other-than-temporary, we recognize a loss in either our statement of income or in other comprehensive income based on certain criteria in the period that such determination is made. The determination of the fair value of certain invested assets, particularly those that do not trade on a regular basis, requires an assessment of available data and the use of assumptions and estimates. Once it is determined that the fair value of an asset is below its carrying value, we must determine whether the decline in fair value is other-than-temporary, which is based on subjective factors and involves a variety of assumptions and estimates. There are certain risks and uncertainties associated with determining whether declines in market value are other-than-temporary. These include significant changes in general economic conditions and business markets, trends in certain industry segments, interest rate fluctuations, rating agency actions, changes in significant accounting estimates and assumptions and legislative actions. In the case of mortgage- and asset-backed securities, there is added uncertainty as to the performance of the underlying collateral assets. To the extent that we are incorrect in our determination of the fair value of our investment securities or our determination that a decline in their value is other-than-temporary, we may realize losses that never actually materialize or may fail to recognize losses within the appropriate reporting period. Changes in accounting standards can be difficult to predict and could adversely impact how we record and report our financial condition and results of operations. Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. U.S. GAAP continues to evolve and, as a result, will change the financial accounting and reporting standards that govern the preparation of our financial statements. These changes can be hard to anticipate and implement and can materially impact how we record and report our financial condition and results of operations. For example, the Financial Accounting Standards Board's ("FASB") recently published an exposure draft that proposes significant changes in the methodology for measuring future policy benefits and deferred acquisition costs on our consolidated balance sheets as well as the timing of when we recognize the impact from changes in insurance contract assumptions in our statement of income and statement of other comprehensive income. This proposed accounting standard, in addition to other financial reporting standard changes being discussed by the FASB and the SEC, could adversely impact both our financial condition and results of operations as reported on a U.S. GAAP basis. Additionally, the Company’s insurance company subsidiaries prepare statutory financial statements in accordance with accounting principles designated by regulators in the jurisdictions in which they are domiciled. The financial statements of our U.S. insurance subsidiaries are prepared in accordance with statutory accounting principles prescribed or permitted by state insurance departments and the NAIC. Statutory accounting principles, including actuarial methodologies for estimating reserves, are subject to continuous evaluation by the NAIC and state insurance departments. For example, the implementation of principle-based reserving standards for benefit reserves has been adopted by most state insurance departments effective in 2017, but has not yet been adopted by Massachusetts or New York, where two of our U.S. insurance subsidiaries are domiciled. Similarly, our Canadian life insurance subsidiary is required to prepare statutory financial statements in accordance with IFRS, as prescribed by the Office of the Superintendent of Financial Institutions in Canada, which are subject to future changes. The statutory financial statements of our insurance company subsidiaries, which are used to determine dividend capacity and risk-based capital, could be adversely affected by future changes implemented by jurisdictional insurance departments. Therefore, the ability of our insurance companies to comply with regulatory minimum capital requirements and ultimately pay dividends to the Parent Company could be adversely impacted. 27 The effects of economic down cycles in the United States and Canada could materially adversely a ffect our business, financial condition and results of operations. Our business, financial condition and results of operations have been materially adversely affected by economic downturns in the United States and Canada. Economic downturns, which are often characterized by higher unemployment, lower family income, lower valuation of retirement savings accounts, lower corporate earnings, lower business investment and lower consumer spending, have adversely affected the demand for the term life insurance, investment and savings and other financial products that we sell. Future economic down cycles could adversely affect new sales and cause clients to liquidate mutual funds and other investments sold by our sales representatives. This could cause a decrease in the asset value of client accounts, reduce our trailing commission revenues and result in other-than-temporary-impairments in our invested asset portfolio. In addition, we may experience an elevated incidence of lapses or surrenders of insurance policies, and some of our policyholders may choose to defer paying insurance premiums or stop paying insurance premiums altogether. Further, volatility in equity markets or downturns could discourage purchases of the investment products that we distribute and could have a materially adverse effect on our business, including our ability to recruit and retain sales representatives. We are subject to various federal, state and provincial laws and regulations in the United States and Canada, changes in which or violations of which may require us to alter our business practices and could materially adversely affect our business, financial condition and results of operations. In the United States, we are subject to many regulations, including the Gramm-Leach-Bliley Act and its implementing regulations, including Regulation S-P, the Fair Credit Reporting Act, the Right to Financial Privacy Act, the Foreign Corrupt Practices Act, the Sarbanes-Oxley Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Telephone Consumer Protection Act, the FTC Act, the Health Insurance Portability and Accountability Act (HIPAA) and the Electronic Funds Transfer Act. We are also subject to anti-money laundering laws and regulations, including the Bank Secrecy Act, as amended by the Patriot Act, which requires us to develop and implement customer identification and risk-based anti-money laundering programs, report suspicious activity and maintain certain records. Further, we are required to follow certain economic and trade sanctions programs that are administered by the Office of Foreign Asset Control that prohibit or restrict transactions with suspected countries, their governments, and in certain circumstances, their nationals. In Canada, we are subject to provincial and territorial regulations, including consumer protection legislation that pertains to unfair and misleading business practices, provincial and territorial credit reporting legislation that provides requirements in respect of obtaining credit bureau reports and providing notices of decline, the Personal Information Protection and Electronic Documents Act, the Competition Act, the Corruption of Foreign Public Officials Act, the Telecommunications Act and certain Canadian Radio-television and Telecommunications Commission Telecom Decisions in respect of unsolicited telecommunications. We are also subject to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and its accompanying regulations, which require us to develop and implement anti-money laundering policies and procedures relating to customer indemnification, reporting and recordkeeping, develop and maintain ongoing training programs for employees, perform a risk assessment on our business and clients and institute and document a review of our anti-money laundering program at least once every two years. We are also required to follow certain economic and trade sanctions and legislation that prohibit us from, among other things, engaging in transactions with, and providing services to, persons on lists created under various federal statutes and regulations and blocked persons and foreign countries and territories subject to Canadian sanctions administered by Foreign Affairs and International Trade Canada and the Department of Public Safety Canada. Changes in, or violations of, any of these laws or regulations may require additional compliance procedures, or result in enforcement proceedings, sanctions or penalties, which could have a material adverse effect on our business, financial condition and results of operations. Litigation and regulatory investigations and actions may result in financial losses and harm our reputation. We face a risk of litigation and regulatory investigations and actions in the ordinary course of operating our businesses. From time to time, we are subject to private litigation as a result of alleged sales representative misconduct or alleged failure of the Company to follow applicable insurance, securities or other laws or regulations. For example, we may become subject to lawsuits alleging, among other things, issues relating to sales or underwriting practices, product design and disclosure, delay of benefits, and product pricing. In addition, we are subject to litigation arising out of our general business activities. For example, we have a large sales force and we could face claims by current or former sales representatives arising out of their relationship with us as independent contractors or regarding compensation-related issues. If we become subject to any such litigation, the associated legal expense and any judgment or settlement of the claims could have a material adverse effect on our business, financial condition and results of operations. We are also routinely subject to regulatory inquiries, such as information requests, subpoenas and books and record examinations, from state, provincial and federal regulators and other authorities and from time to time, regulatory investigations as a result of alleged sales representative misconduct or alleged failure of the Company to follow applicable laws or regulations. A substantial legal liability or a significant regulatory action against us could have a material adverse effect on our business, financial condition and results of operations. 28 Moreover, even if we ultimately pr evail in any litigation, regulatory action or investigation, we could suffer significant reputational harm and we could incur significant legal expenses, either of which could have a material adverse effect on our business, financial condition and results of operations. In addition, increased regulatory scrutiny and any resulting investigations or proceedings could result in new legal precedents and industry-wide regulations or practices that could materially adversely affect our business, financial conditi on and results of operations. The current legislative and regulatory climate with regard to financial services may adversely affect our business, financial condition, and results of operations. The volume of legislative and regulatory activity relating to financial services has increased substantially in recent years, and we expect that the level of enforcement actions and investigations by federal, state and provincial regulators will increase correspondingly. The same factors that have contributed to legislative, regulatory and enforcement activity at the federal level are likely to contribute to heightened activity at the state and provincial level. If we or our sales representatives become subject to new requirements or regulations, it could result in increased litigation, regulatory risks, changes to our business model, a decrease in the number of our securities-licensed representatives or a reduction in the products we offer to our clients or the profits we earn, which could have a material adverse effect on our business, financial condition and results of operations. Regulators could adopt laws or interpret existing laws in a way that would require retroactive changes to our business, accounting practices, or redundant reserve financing structures. Any such retroactive changes could have a material adverse effect on our business, financial condition and results of operations. The inability of our subsidiaries to pay dividends or make distributions or other payments to us in sufficient amounts would impede our ability to meet our obligations and return capital to our stockholders. Operations of the Company are conducted by its subsidiaries. As such, Primerica, Inc. is a holding company that has no significant operations. Our primary asset is the capital stock of our subsidiaries and our primary liability is our Senior Notes. We rely primarily on dividends and other payments from our subsidiaries to meet our operating costs, other corporate expenses, Senior Note obligations, as well as to return capital to our stockholders. The ability of our subsidiaries to pay dividends to us depends on their earnings, covenants contained in existing and future financing or other agreements and on regulatory restrictions. The ability of our insurance subsidiaries to pay dividends will further depend on their statutory income and surplus. If the cash we receive from our subsidiaries pursuant to dividend payments and tax sharing arrangements is insufficient for us to fund our obligations or if a subsidiary is unable to pay dividends to us, we may be required to raise cash through the incurrence of debt, the issuance of equity or the sale of assets. However, given the historic volatility in the capital markets, there is no assurance that we would be able to raise cash by these means. The jurisdictions in which our insurance subsidiaries are domiciled impose certain restrictions on their ability to pay dividends to us. In the United States, these restrictions are based, in part, on the prior year's statutory income and surplus. In general, dividends up to specified levels are considered ordinary and may be paid without prior approval. Dividends in larger amounts are subject to approval by the insurance commissioner of the state of domicile. In Canada, dividends can be paid, subject to the paying insurance company continuing to meet the regulatory requirements for capital adequacy and liquidity and upon 15 days' minimum notice to OSFI. No assurance is given that more stringent restrictions will not be adopted from time to time by jurisdictions in which our insurance subsidiaries are domiciled, and such restrictions could have the effect, under certain circumstances, of significantly reducing dividends or other amounts payable to us by our subsidiaries without prior approval by regulatory authorities. In addition, in the future, we may become subject to debt covenants or other agreements that limit our ability to return capital to our stockholders. The ability of our insurance subsidiaries to pay dividends to us is also limited by our need to maintain the financial strength ratings assigned to us by the ratings agencies. If any of our subsidiaries were to become insolvent, liquidate or otherwise reorganize, we, as sole stockholder, will have no right to proceed against the assets of that subsidiary. Furthermore, with respect to our insurance subsidiaries, we, as sole stockholder, will have no right to cause the liquidation, bankruptcy or winding-up of the subsidiary under the applicable liquidation, bankruptcy or winding-up laws, although, in Canada, we could apply for permission to cause liquidation. The applicable insurance laws of the jurisdictions in which each of our insurance subsidiaries is domiciled would govern any proceedings relating to that subsidiary. The insurance authority of that jurisdiction would act as a liquidator or rehabilitator for the subsidiary. Both creditors of the subsidiary and policyholders (if an insurance subsidiary) would be entitled to payment in full from the subsidiary's assets before we, as the sole stockholder, would be entitled to receive any distribution from the subsidiary. If the ability of our insurance or non-insurance subsidiaries to pay dividends or make other distributions or payments to us is materially restricted by regulatory requirements, bankruptcy or insolvency, or our need to maintain our financial strength ratings, or is limited due to operating results or other factors, it could materially adversely affect our ability to fund our obligations and return capital to our stockholders. A significant change in the competitive environment in which we operate could negatively affect our ability to maintain or increase our market share and profitability. We face competition in all of our business lines. Our competitors include financial services companies, banks, investment management firms, broker-dealers, insurance companies, insurance brokers and direct sales companies. In many of our product 29 offerings, we face competition from competitors that may have greater market share or breadth of dist ribution, offer a broader range of products, services or features, assume a greater level of risk, have lower profitability expectations, have lower fee and expense ratios, have higher financial strength ratings or offer more robust digital tools and self- service capabilities than we do. More recently, significant capital has been invested in direct-to-consumer offerings, including wealth management, retirement and life insurance products. To the extent these entrants create a significant change in the comp etitive environment, our ability to maintain or increase our market share and profitability could be materially adversely affected. The loss of key employees and sales force leaders could negatively affect our financial results and impair our ability to implement our business strategy. Our success substantially depends on our ability to attract and retain key members of our senior management team. The efforts, personality and leadership of our senior management team have been, and will continue to be, critical to our success. The loss of service of our senior management team due to disability, death, retirement or some other cause could reduce our ability to successfully motivate our sales representatives, or implement our business plan which could have a material adverse effect on our business, financial condition and results of operations. Although our senior executive officers have entered into employment agreements with us, there is no assurance that they will complete the term of their employment agreements or that they or the Company will renew them upon expiration. In addition, the loss of key RVPs for any reason could negatively affect our financial results, impair our ability to attract new sales representatives and hinder future growth. If one of our significant information technology systems fails, if its security is compromised, or if the Internet becomes disabled or unavailable, our business, financial condition and results of operations may be materially adversely affected. Our business is highly dependent upon the effective operation of our information technology systems and third-party technology systems, networks and clouds to record, process, transmit and store information, including sensitive customer and proprietary information. We rely on these systems throughout our business for a variety of functions including to conduct many of our business activities and transactions with our customers, representatives, vendors and other third parties, to prepare our financial statements and to communicate with our Board of Directors. Our information technology systems and applications run a variety of third-party and proprietary software, including POL (our secure Intranet website designed to be a support system for our sales force), the Primerica App, our insurance administration system, Virtual Base Shop (our secure Intranet-based paperless field office management system for RVPs), TurboApps (our point-of-sale tool that streamlines the application process for our insurance product), our FNA tool, our licensing decision and support system, and our compensation system. Our business also relies on the use of electronic mobile devices by employees, representatives and other third parties such as laptops, tablets and smartphones, which are particularly vulnerable to loss and theft. Maintaining the integrity of these systems and networks is critical to the success of our business operations, including the retention of our representatives and customers, and to the protection of our proprietary information and our customers’ confidential and personal information. We could experience a failure of one or more of these systems or could fail to complete all necessary data reconciliation or other conversion controls when implementing new software systems. In addition, despite the implementation of security and back-up measures, our information technology systems may be vulnerable to physical or electronic intrusions, viruses or other attacks, programming errors and similar disruptions. We are subject to international, federal and state regulations, and in some cases contractual obligations, that require us to establish and maintain policies and procedures designed to protect sensitive customer, employee, sales representative and third-party information. We have implemented and maintain security measures, including industry-standard commercial technology, designed to protect against breaches of security sales and other interference with our systems and networks resulting from attacks by third parties, including hackers, and from employee or representative error or malfeasance. We continually assess our ability to monitor and respond to such threats. We also require third-party vendors, who in the provision of services to us are provided with or process information pertaining to our business or our customers, to meet certain information security standards. Despite the measures we have taken and may in the future take to address and mitigate cybersecurity and technology risks, we cannot assure that our systems and networks will not be subject to breaches or interference. Any such breaches or interference by third parties or by our sales representatives or employees that may occur in the future including the failure of any one of these systems for any reason, could cause significant interruptions to our operations, which could have a material adverse effect on our business, financial condition and results of operations. Anyone who is able to circumvent our security measures and penetrate our information technology systems could access, view, misappropriate, alter, or delete information in the systems, including personally-identifiable client information and proprietary business information. In addition, an increasing number of jurisdictions require that clients be notified if a security breach results in the disclosure of personally-identifiable client information, which could exacerbate the harm to our business, financial condition or results of operations. We cannot be certain that advances in criminal capabilities, discovery of new vulnerabilities, attempts to exploit vulnerabilities in our systems, data thefts, physical system or network break-ins or inappropriate access, or other developments will not compromise or breach the technology or other security measures protecting the networks and systems used in connection with our business. 30 Operating system failures, ineffective system implementation, loss of the Internet or the compromise of security with respect to internal, external or third-party operating systems or port able electronic devices could subject us to significant civil and criminal liability, harm our reputation, interrupt our business operations, deter people from purchasing our products, require us to incur significant technical, legal and other expenses, an d adversely affect our internal control over financial reporting, business, financial condition, or results of operations. The current legislative and regulatory climate with regard to cybersecurity may adversely affect our business, financial condition, and results of operations. Various international, federal and state legislative and regulatory bodies are considering or have considered, proposed, or adopted new standards and rules regarding protection of personally-identifiable information. Such laws or regulations could require us to implement new technologies or revise and maintain policies and procedures designed to protect sensitive customer, employee, representative and third-party information. Being subject to, or out of compliance with, the aforementioned laws and regulations could result in material costs, fines, penalties or litigation, which could materially adversely affect our business, financial condition and results of operations. In the event of a disaster, our business continuity plan may not be sufficient, which could have a material adverse effect on our business, financial condition and results of operations. Our infrastructure supports a combination of local and remote recovery solutions for business resumption in the event of a disaster. In the event of either a campus-wide destruction or the inability to access our main campus in Duluth, Georgia, our business recovery plan provides for a limited number of our employees to perform their work functions via a dedicated business recovery site located 25 miles from our main campus or by remote access from an employee's home. However, in the event of campus- wide destruction, our business recovery plan may be inadequate, and our employees and sales representatives may be unable to carry out their work, which could have a material adverse effect on our business, financial condition and results of operations. We may be materially adversely affected by currency fluctuations in the United States dollar versus the Canadian dollar. The Canadian dollar is the functional currency for our Canadian subsidiaries and our financial results, reported in U.S. dollars, are affected by changes in the currency exchange rate. The assets, liabilities, revenues, and expenses of our Canadian subsidiaries are generally all denominated in Canadian dollars. However, the Canadian dollar financial statements of our Canadian subsidiaries are translated into U.S. dollars in our consolidated financial statements. Therefore, significant exchange rate fluctuations between the U.S. dollar and the Canadian dollar could have a material adverse effect on our financial condition and results of operations. A weaker Canadian dollar relative to the U.S. dollar would result in lower levels of reported revenues, expenses, net income, assets, liabilities and accumulated other comprehensive income as translated in our U.S. dollar reporting currency financial statements. In addition, our net investment in our Canadian subsidiaries is significantly affected by fluctuations in the exchange rate between the U.S. dollar and the Canadian dollar. The market price of our common stock may fluctuate. The stock market in general, and the market for companies in the financial services industry in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Also, broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance. Our stock could be subject to wide fluctuations in price in response to various factors, many of which are beyond our control, that include the following: •fluctuations in stock market prices and trading volumes of similar companies, and general market conditions and overall fluctuations in U.S. equity markets; •low trading volume and short interest positions in our common stock; •our ability to meet or exceed our own forecasts or expectations of analysts or investors; •changes in our securities analysts’ estimates of our future financial performance; •variations in our quarterly operating results; •changes in federal and state laws and regulations, or changes in the ways that laws and regulations are interpreted and applied; •changes, or the expectation of changes, in federal law or policy under the new Presidential administration beginning in January 2017; •the initiation, pendency or outcome of litigation, regulatory reviews and investigations, and any adverse publicity related thereto; •actions by the NYSE, or uncertainty related to possible actions by the NYSE, related to the continued listing of our common stock; •negative media reports with respect to us and/or our industry; •the loss of key personnel; •general economic conditions; and 31 •other risks and uncertainties described in these risk factors . I TEM 1B.UNRESOLVED STAFF COMMENTS. Not applicable. I TEM 2.PROPERTIES. We lease all of our office, warehouse, printing, and distribution properties. Our executive and home office operations for substantially all of our domestic U.S. operations (except New York) are located in Duluth, Georgia, in a build-to-suit facility completed in 2013. The initial lease term for the facility is 15 years. We also lease continuation of business, print/distribution, and warehouse space in or around Duluth, Georgia, under leases expiring in February 2018, June 2018 and June 2023, respectively. NBLIC subleases general office space in Long Island City, New York, under a sublease expiring in March 2020. In Canada, we lease general office space in Mississauga, Ontario, under a lease expiring in April 2018 and warehouse and printing operation space in Mississauga, Ontario, under a separate lease also expiring in April 2018. Each of these leased properties is used by both of our operating segments, with the exception of our NBLIC office space, which is not used by our Investment and Savings Products segment. We believe that our existing facilities in the U.S. and Canada are adequate for our current requirements and for our operations in the foreseeable future. For additional details on our operating leases, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Contractual Obligations.” I TEM 3.LEGAL PROCEEDINGS. We are involved from time to time in legal disputes, regulatory inquiries and arbitration proceedings in the normal course of business. Additional information regarding certain legal proceedings to which we are a party is described under “Contingent Liabilities” in Note 16 (Commitments and Contingent Liabilities) to our consolidated financial statements included elsewhere in this report, and such information is incorporated herein by reference. As of the date of this report, we do not believe any pending legal proceeding to which Primerica or any of its subsidiaries is a party is required to be disclosed pursuant to this item. I TEM 4.MINE SAFETY DISCLOSURES. Not applicable. I TEM X.EXECUTIVE OFFICERS AND CERTAIN SIGNIFICANT EMPLOYEES OF THE REGISTRANT Our executive officers are elected or appointed by our Board of Directors. The name, age at February 27, 2017, and position of each of our executive officers and certain significant employees are presented below. These officers comprise our senior management team. Name Age Position Glenn J. Williams 57 Chief Executive Officer William A. Kelly 61 President of PFS Investments Gregory C. Pitts 54 Executive Vice President and Chief Operating Officer Alison S. Rand 49 Executive Vice President and Chief Financial Officer Peter W. Schneider 60 President Michael C. Adams 60 Executive Vice President and Chief Business Technology Officer Chess E. Britt 60 Executive Vice President and Chief Marketing Officer Jeffrey S. Fendler 60 Executive Vice President and Chief Compliance and Risk Officer Alexis P. Ginn 69 Executive Vice President and General Counsel Set forth below is biographical information concerning our executive officers. Glenn J. Williams has served as Chief Executive Officer since April 2015. He served as President from 2005 to April 2015; as Executive Vice President from 2000 to 2005; and in various capacities at our company since 1981. Mr. Williams earned his B.S. in education from Baptist University of America in 1981. William A. Kelly has served as President of PFS Investments, a subsidiary of Primerica, since 2005 and in various capacities at our company since 1985. Mr. Kelly graduated from the University of Georgia in 1979 with a B.B.A. in accounting. 32 Gregory C. Pitts has served as Executive Vice President and Chief Operating Officer since December 2009, as Executive Vice President since 1995 with responsibilities within the Term Life Insurance and Investment and Savings Products seg ments and information technology division and in various capacities at our company since 1985. Mr. Pitts earned his B.S.B.A. in general business from the University of Arkansas in 1985. He serves on the Boy Scouts of America Atlanta Area Council. Alison S. Rand has served as Executive Vice President and Chief Financial Officer since 2000 and in various capacities at our company since 1995. Prior to 1995, Ms. Rand worked in the audit department of KPMG LLP. Ms. Rand earned her B.S. in accounting from the University of Florida in 1990 and is a certified public accountant. She is a board member of the Atlanta Children’s Shelter, the Partnership Against Domestic Violence, Cool Girls, Inc. and Junior Achievement of Georgia. She also serves on the Terry College of Business Executive Education CFO Roundtable Advisory Board. Peter W. Schneider has served as President since April 2015. He served as Executive Vice President, General Counsel, and Chief Administrative Officer from 2000 to April 2015 and as Corporate Secretary from 2000 through January 2014. He worked at the law firm of Rogers & Hardin LLP as a partner from 1988 to 2000. Mr. Schneider earned both his B.S. in political science and industrial relations in 1978 and his J.D. in 1981 from the University of North Carolina at Chapel Hill. He serves on the boards of directors of the Northwest YMCA and the Carolina Center for Jewish Studies. Set forth below is biographical information concerning certain significant employees. Michael C. Adams has served as Chief Business Technology Officer since April 2010, as Executive Vice President responsible for business technology since 1998 and in various capacities at our company since 1980. Mr. Adams earned his B.A. in business and economics from Hendrix College in 1978. Chess E. Britt has served as Chief Marketing Officer since April 2010, as Executive Vice President responsible for marketing administration and field communication since 1995 and in various capacities at our company since 1982. Mr. Britt earned his B.A. in business administration from the University of Georgia in 1978. He serves on the board of directors of the Gwinnett Chamber of Commerce. Jeffrey S. Fendler has served as Executive Vice President and Chief Compliance and Risk Officer of our company since February 2014. He served as President of Primerica Life, a subsidiary of Primerica, from 2005 through January 2014 and in various capacities at our company since 1980. Mr. Fendler received a B.A. in economics from Tulane University. Alexis P. Ginn has served as our Executive Vice President and General Counsel since May 2015 and as Executive Vice President and Deputy General Counsel from July 1998 to May 2015 . She has served in various legal capacities with Primerica since 1991. Ms. Ginn began her career as a trial attorney in the Civil Division of the Department of Justice. She received her Bachelor of Science with honors from Tufts University and her J.D. from George Washington University Law School where she was on the law review and a member of the Order of the Coif. 33 P ART II I TEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Quarterly Common Stock Prices and Dividends The common stock of Primerica, Inc. (“Primerica”, “we”, “us” or the “Parent Company”) is listed for trading on the New York Stock Exchange (“NYSE”) under the symbol “PRI”. The quarterly high and low sales prices for our common stock as reported on the NYSE and the dividends paid per quarter for the periods indicated were as follows: High Low Dividend 2016 4 th quarter $73.05 $52.75 $0.18 3 rd quarter 59.34 49.69 0.18 2 nd quarter 58.81 42.74 0.17 1 st quarter 46.86 37.09 0.17 2015 4 th quarter $53.08 $44.18 $0.16 3 rd quarter 46.77 40.36 0.16 2 nd quarter 51.21 43.40 0.16 1 st quarter 55.24 49.19 0.16 Dividends We paid quarterly dividends to our stockholders totaling approximately $33.4 million and $32.8 million in 2016 and 2015, respectively. As of January 31, 2017, we had 82 holders of record of our common stock. In the first quarter of 2017, we declared a quarterly dividend to shareholders of $0.19 per share. We currently expect to continue to pay quarterly cash dividends to holders of our common stock. Our payment of cash dividends is at the discretion of our Board of Directors in accordance with applicable law after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for growth. Under Delaware law, we can only pay dividends either out of surplus or out of the current or the immediately preceding year’s earnings. Therefore, no assurance is given that we will continue to pay any dividends to our common stockholders, or as to the amount of any such dividends. We are a holding company and have no operations. Our primary asset is the capital stock of our operating subsidiaries. The states in which our U.S. insurance company subsidiaries are domiciled impose certain restrictions on our insurance subsidiaries’ ability to pay dividends to us. Our Canadian subsidiary can pay dividends subject to meeting regulatory requirements for capital adequacy and liquidity with appropriate minimum notice to the Office of the Superintendent of Financial Institutions Canada. In addition, in the future, we may become subject to agreements that limit our ability to pay dividends. For more information regarding dividend restrictions on our insurance subsidiaries, see Note 15 (Statutory Accounting and Dividend Restrictions) to our consolidated financial statements included elsewhere in this report. Issuer Purchases of Equity Securities Depending on market conditions, shares may be repurchased from time to time at prevailing market prices through open market or privately negotiated transactions. On August 13, 2015, our Board of Directors authorized a share repurchase program for up to $200.0 million of our outstanding common stock during 2016. This share repurchase program was completed as of December 31, 2016. On November 17, 2016 the Board of Directors authorized a new share repurchase program for up to $200.0 million of our outstanding common stock for purchases through June 30, 2018. Repurchases under this new program began in January 2017. The Parent Company has no obligation to repurchase any shares. Subject to applicable corporate securities laws, repurchases may be made at such times and in such amounts as management deems appropriate. Repurchases under a publicly announced program can be discontinued at any time if management believes additional repurchases are not warranted. During the quarter ended December 31, 2016, we repurchased shares of our common stock as follows: Period Total number of shares purchased (1) Average price paid per share (1) Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (2) October 1 - 31, 2016 246,649 $54.73 246,649 $4,989,746 November 1 - 30, 2016 98,133 55.01 90,383 200,089,180 December 1 - 31, 2016 25,512 69.75 1,135 200,000,000 Total 370,294 $55.84 338,167 $200,000,000 34 (1)Consists of (a) repurchases of 32,127 shares at an average price of $68.38 arising from share-based compensation tax withholdings and stock option exercises and (b) open market repurchases of shares under the share repurchase program approved by our Board of Directors. (2)In November 2016, the Company's Board of Directors authorized $200.0 million of share repurchases through June 30, 2018. For more information on our share repurchases, see Note 12 (Stockholders’ Equity) to our consolidated financial statements included elsewhere in this report. Securities Authorized for Issuance under Equity Compensation Plans We have two compensation plans under which our equity securities are authorized for issuance. The Primerica, Inc. Amended and Restated 2010 Omnibus Incentive Plan was approved by our stockholders in May 2011. The Primerica, Inc. Stock Purchase Plan for Agents and Employees was approved by our sole stockholder in March 2010. The following table sets forth certain information relating to these equity compensation plans at December 31, 2016. Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance Equity compensation plans approved by stockholders: Primerica, Inc. Amended and Restated 2010 Omnibus Incentive Plan 601,669 (1)$44.75 (2) 901,122 (3) Primerica, Inc. Stock Purchase Plan for Agents and Employees - - 1,986,291 (4) Total 601,669 $44.75 2,887,413 Equity compensation plans not approved by stockholders n/a n/a n/a (1) Consists of 438,265 and 145,019 shares to be issued in connection with unvested restricted stock units (“RSUs”) and outstanding stock options, respectively. Also includes 18,385 of shares to be issued to certain executive officers in connection with outstanding performance stock units (“PSUs”) if the Company achieves the targeted level of performance specified in the award agreement over a three-year period that commenced on January 1, 2016. See Note 12 (Stockholders Equity) and Note 14 (Share-based Transactions) to our consolidated financial statements included elsewhere in this report for more information on the equity awards outstanding. (2)Represents the weighted average exercise price of the 145,019 stock options outstanding. (3) The number of shares of our common stock available for future issuance is 10,800,000 less the cumulative number of awards granted under the plan plus the cumulative number of awards canceled under the plan. (4) Represents shares of our common stock, which have already been issued and are outstanding, available to be purchased by employees and agents under the plan. The number of outstanding shares available to be purchased is 2,500,000 less the cumulative number of outstanding shares purchased to date under the plan. 35 Stock Performance Table (1) The following graph compares the performance of our common stock to the Standard & Poor’s (“S&P”) MidCap 400 Index and the S&P 500 Insurance Index by assuming $100 was invested in each investment option as of December 31, 2011. The S&P MidCap 400 Index measures the performance of the United States middle market capitalization (“mid-cap”) equities sector. The S&P 500 Insurance Index is a capitalization-weighted index of domestic equities of insurance companies traded on the NYSE and NASDAQ. Our common stock is included in the S&P MidCap 400 index. Period Ended Index 12/31/2011 12/31/2012 12/31/2013 12/31/2014 12/31/2015 12/31/2016 Primerica, Inc. $100.00 $130.28 $188.56 $240.89 $212.46 $315.14 S&P 500 Insurance 100.00 119.09 174.72 189.20 193.60 227.63 S&P MidCap 400 100.00 117.88 157.37 172.74 168.98 204.03 (1)The stock performance table is not deemed “soliciting material” or subject to Section 18 of the Securities Exchange Act of 1934. I TEM 6.SELECTED FINANCIAL DATA. The selected financial data should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and accompanying notes included elsewhere in this report. 36 Year ended December 31, 2016 2015 2014 2013 2012 (In thousands, except per-share amounts) Statements of income data Revenues: Direct premiums $2,444,268 $2,345,444 $2,301,332 $2,265,191 $2,231,032 Ceded premiums (1,600,559 ) (1,595,220 ) (1,616,817 ) (1,644,158 ) (1,663,753 ) Net premiums 843,709 750,224 684,515 621,033 567,279 Commissions and fees 541,686 537,146 527,166 471,803 429,044 Net investment income 79,025 76,509 86,473 88,752 100,804 Realized investment gains (losses), including other- than-temporary impairment losses 4,088 (1,738 ) (261 ) 6,246 11,382 Other, net 50,576 42,058 39,203 39,584 41,992 Total revenues 1,519,084 1,404,199 1,337,096 1,227,418 1,150,501 Benefits and expenses: Benefits and claims 367,655 339,315 311,417 279,931 254,048 Amortization of deferred policy acquisition costs 180,582 157,727 144,378 129,183 118,598 Sales commissions 272,815 274,893 268,775 232,237 204,569 Insurance expenses 132,348 123,030 113,871 103,748 89,081 Insurance commissions 17,783 16,340 15,353 16,530 21,724 Interest expense 28,691 33,507 34,570 35,018 33,101 Other operating expenses 181,615 168,406 173,010 185,765 163,258 Total benefits and expenses 1,181,489 1,113,218 1,061,374 982,412 884,379 Income from continuing operations before income taxes 337,595 290,981 275,722 245,006 266,122 Income taxes 118,181 101,110 95,888 86,305 92,813 Income from continuing operations 219,414 189,871 179,834 158,701 173,309 Income from discontinued operations, net of income taxes - - 1,578 4,024 497 Net income $219,414 $189,871 $181,412 $162,725 $173,806 Basic earnings per share: Continuing operations $4.59 $3.70 $3.26 $2.80 $2.76 Discontinued operations - - 0.03 0.07 0.01 Basic earnings per share $4.59 $3.70 $3.29 $2.87 $2.77 Diluted earnings per share: Continuing operations $4.59 $3.70 $3.26 $2.76 $2.70 Discontinued operations - - 0.03 0.07 0.01 Diluted earnings per share $4.59 $3.70 $3.29 $2.83 $2.71 Dividends declared per share $0.70 $0.64 $0.48 $0.44 $0.24 December 31, 2016 2015 2014 2013 2012 (In thousands) Balance sheet data Investments (excluding the held-to-maturity security) $1,875,631 $1,813,283 $1,848,316 $1,835,403 $1,956,536 Cash and cash equivalents 211,976 152,294 191,997 148,983 112,216 Due from reinsurers 4,193,562 4,110,628 4,115,533 4,055,054 4,005,194 Deferred policy acquisition costs, net 1,713,065 1,500,259 1,351,180 1,208,466 1,066,422 Total assets 11,438,943 10,610,783 10,735,929 10,328,641 10,336,483 Future policy benefits 5,673,890 5,431,711 5,264,608 5,063,103 4,850,488 Notes payable 372,919 372,552 372,187 371,826 371,466 Total liabilities 10,217,569 9,465,011 9,490,803 9,106,613 9,061,067 Stockholders' equity 1,221,374 1,145,772 1,245,126 1,222,027 1,275,416 I TEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to inform the reader about matters affecting the financial condition and results of operations of Primerica, Inc. (the “Parent Company”) and its subsidiaries (collectively, “we,” “us” or the “Company”) for the three-year period ended December 31, 2016. As a result, the following discussion should be read in conjunction with the consolidated financial statements and accompanying notes that are included herein. This discussion contains forward-looking statements that constitute our plans, estimates and beliefs. These forward-looking statements 37 involve numerous risks and uncertainties, including, but not limited to, those discussed in “Risk Factors”. Actual results may differ materially from those contained in any forward-looking statements. This MD&A is divided into the following sections: •Business Trends and Conditions •Factors Affecting Our Results •Critical Accounting Estimates •Results of Operations •Financial Condition •Liquidity and Capital Resources Business Trends and Conditions The relative strength and stability of financial markets and economies in the United States and Canada affect our growth and profitability. Our business is, and we expect will continue to be, influenced by a number of industry-wide and product-specific trends and conditions. Economic conditions, including unemployment levels and consumer confidence, influence investment and spending decisions by middle-income consumers, who are generally our primary clients. These conditions and factors also impact prospective recruits’ perceptions of the business opportunity that becoming a Primerica sales representative offers, which can drive or dampen recruiting. Consumer spending and borrowing levels affect how consumers evaluate their savings and debt management plans. In addition, interest rates and equity market returns impact consumer demand for the savings and investment products we distribute. Our customers’ perception of the strength of the capital markets will influence their decisions to invest in the investment and savings products we distribute. The financial and distribution results of our operations in Canada, as reported in U.S. dollars, are affected by changes in the currency exchange rate. The Canadian dollar exchange rate increased modestly in 2016 when compared with 2015 while it decreased sharply in 2015 when compared with 2014. Therefore, the Canadian dollar exchange rate had less impact on the results of our business in 2016 compared to 2015 for all amounts translated and reported in U.S. dollars. The effects of these trends and conditions are discussed below and in the Results of Operations section. Size of our Independent Sales Force. Our ability to increase the size of our independent sales force is largely based on the success of our sales force’s recruiting efforts as well as training and motivating recruits to get licensed to sell life insurance. We believe that recruitment and licensing levels are important to sales force trends, and growth in recruiting and licensing is usually indicative of future growth in the overall size of the sales force. Recruiting changes do not always result in commensurate changes in the size of our licensed sales force because new recruits may obtain the requisite licenses at rates above or below historical levels. Regulatory changes can also impact the size of our independent sales force. For example, the insurance regulators in Canada implemented a new life insurance licensing examination program in January 2016 that requires applicants to complete increased examination requirements in order to obtain a life insurance sales license and has the potential to decrease the number of applicants who obtain their life insurance licenses in Canada. However, we have undertaken efforts to adapt our licensing process to the new program in order to mitigate any adverse effect that these increased examination requirements could have on the size of our Canadian life-licensed sales force. We have not observed a meaningful decline in the number of new life-licensed agents in Canada since the program became effective at the beginning of 2016. New recruits increased in 2016 to 262,732 from 228,115 in 2015 and 190,439 in 2014 primarily due to growth in the size of our sales force, resulting in more agents available to actively recruit, and is complemented by positive momentum in our business. The size of our life-licensed sales force increased to 116,827 sales representatives at December 31, 2016 from 106,710 at December 31, 2015 and 98,358 at December 31, 2014, primarily due to the increase in recruiting in recent periods, as well as our strong focus on training of new sales representatives to become licensed to sell life insurance. Term Life Insurance Product Sales and Face Amount In Force. The average number of life-licensed sales representatives and the number of term life insurance policies issued, as well as the average monthly rate of new policies issued per life-licensed sales representative (historically between 0.18 and 0.22), were as follows: Year ended December 31, 2016 2015 2014 Average number of life-licensed sales representatives 111,843 101,660 96,780 Number of new policies issued 298,244 260,059 220,984 Average monthly rate of new policies issued per life-licensed sales representative 0.22 0.21 0.19 The increase in new life insurance policies issued in 2016 from 2015 reflected the positive impact of strong growth in the size of our life-licensed sales force in recent periods. Productivity, measured by the average monthly rate of new policies issued per life-licensed sales representative continues to be at the higher end of our historical range due to the positive sales momentum generated within our 38 independent sales force. The number of new life insurance policies also increased in 2015 compared to 2014 mostly due to the factors discussed above in the com parison of 2016 to 2015. The changes in the face amount of our in-force book of term life insurance policies were as follows: Year ended December 31, 2016 % of beginning balance 2015 % of beginning balance 2014 % of beginning balance (Dollars in millions) Face amount in force, beginning of period $693,194 $681,927 $674,868 Net change in face amount: Issued face amount 89,869 13 % 79,111 12 % 69,574 10 % Terminations (57,238 ) (8 )% (53,580 ) (8 )% (54,962 ) (8 )% Foreign currency 2,560 * (14,264 ) (2 )% (7,553 ) (1 )% Net change in face amount 35,191 5 % 11,267 2 % 7,059 1 % Face amount in force, end of period $728,385 $693,194 $681,927 *Less than 1%. The face amount of term life insurance policies in force increased 5% during 2016 compared to a 2% growth during 2015 primarily due to the positive impact of strong new policy sales issued and stable persistency levels, which allowed issued face amount to outpace policy terminations face amount. As a percentage of the beginning face amount in force, issued face amount continued to grow due to higher sales, while terminations face amount remained consistent with the prior year. Overall, the increase in total face amount of policies in force as of December 31, 2016 compared to December 31, 2015 was primarily driven by the volume growth in new policies issued. Our average issued face amount in 2016 was also consistent with 2015 at approximately $241,500 and $241,700, respectively. In 2015, the face amount of term life insurance policies in force increased compared with 2014 also as a result of the higher number of policies issued combined with policy terminations remaining stable. However, the magnitude of the increase in face amount in 2015 versus 2014 was mitigated due to the year-over-year impact of a much stronger U.S. dollar in relation to the Canadian dollar, which reduced the translated face amount of existing Canadian policies in force. In 2015, our average issued face amount of approximately $241,700 in 2015 decreased as compared with approximately $244,600 in 2014 primarily due to the translation impact of the weaker Canadian dollar. Investment and Savings Product Sales, Asset Values and Accounts. Investment and savings products sales and average client asset values were as follows: Year ended December 31, 2016 vs. 2015 change 2015 vs. 2014 change 2016 2015 2014 $ % $ % (Dollars in millions) Product sales: Retail mutual funds $3,279 $3,259 $3,210 $20 1 % $49 2 % Annuities and other 1,813 2,004 1,971 (191 ) (10 )% 33 2 % Total sales-based revenue generating product sales 5,092 5,263 5,181 (171 ) (3 )% 82 2 % Managed investments 212 247 258 (35 ) (14 )% (11 ) (4 )% Segregated funds and other 290 347 243 (57 ) (16 )% 104 43 % Total product sales $5,594 $5,857 $5,682 $(263 ) (4 )% $175 3 % Average client asset values: Retail mutual funds $30,566 $30,429 $29,939 $137 * $490 2 % Annuities and other 14,880 14,258 13,268 622 4 % 990 7 % Managed investments 1,720 1,518 1,238 202 13 % 280 23 % Segregated funds 2,262 2,272 2,491 (10 ) * (219 ) (9 )% Total average client asset values $49,428 $48,477 $46,936 $951 2 % $1,541 3 % *Less than 1%. 39 The rollforward of asset values in client accounts was as follows: Year ended December 31, 2016 % of beginning balance 2015 % of beginning balance 2014 % of beginning balance (Dollars in millions) Asset values, beginning of period $47,354 $48,656 $44,990 Net change in asset values: Inflows 5,594 12 % 5,857 12 % 5,682 13 % Redemptions (4,620 ) (10 )% (4,843 ) (10 )% (4,823 ) (11 )% Net inflows 974 2 % 1,014 2 % 859 2 % Change in market value, net 3,758 8 % (859 ) (2 )% 3,555 8 % Foreign currency, net 254 1 % (1,457 ) (3 )% (748 ) (2 )% Net change in asset values 4,986 11 % (1,302 ) (3 )% 3,666 8 % Asset values, end of period $52,340 $47,354 $48,656 Average number of fee-generating positions was as follows: Year ended December 31, 2016 vs. 2015 change 2015 vs. 2014 change 2016 2015 2014 $ % $ % (Positions in thousands) Average number of fee-generating positions (1) : Recordkeeping and custodial 2,201 2,150 2,015 51 2 % 135 7 % Recordkeeping only 677 653 607 24 4 % 46 8 % Total average number of fee- generating positions 2,878 2,803 2,622 75 3 % 181 7 % (1) We receive recordkeeping fees by mutual fund positions. An individual client account may include multiple mutual fund positions. We may also receive fees earned for custodial services that we provide to clients with retirement plan accounts that hold positions in these mutual funds. Product sales. The decrease in investment and savings product sales in 2016 from 2015 was largely attributed to an industry-wide weakness in variable annuity sales, partially offset by positive sales in U.S. retail mutual fund and fixed indexed annuity sales. Our annuity sales activity has been consistent with an industry-wide shift from variable annuities to fixed indexed annuities while positive market performance in recent periods has increased demand for U.S. retail mutual funds. In 2015, investment and savings product sales increased from 2014 as favorable market conditions, most notably in the first half of the year, drove customer demand for our product sales. The year-over-year increase in investment and savings products was partially offset by the translation impact of the weaker Canadian dollar in relation to the U.S. dollar. Average client asset values. Average client asset values increased in 2016 from 2015 largely due to favorable market performance throughout the year and continued net positive inflows. The growth in average client asset values in 2015 can be attributed to the impact of positive net investment inflows during 2015 and favorable market performance during the first half of 2015. The positive effect of these items on average client asset values was partially offset by the foreign currency translation impact of the weaker Canadian dollar as well as the negative impact of market volatility in the second half of 2015. Rollforward of client asset values. Client asset values increased during 2016 compared to a decrease during 2015 primarily due to an increase in market value and continued net inflows from product sales, which outpaced redemptions. Also contributing to the increase in client asset values was the positive impact of the translated value of client assets in Canada due to the strengthening of the Canadian dollar relative to the U.S. dollar. The decrease in client asset values during 2015 was largely due to the currency translation impact of the lower Canadian dollar on Canadian client assets as well as negative market performance in the second half of 2015. The impact of these items was partially offset by positive net investment inflows. Average number of fee-generating positions. The average number of fee-generating positions increased in 2016 from 2015 primarily due to the cumulative effect of product sales of mutual funds and managed accounts investments that are serviced on the Company’s recordkeeping and custodial services platform. The average number of fee-generating positions increased in 2015 from 2014 primarily due to the addition of a mutual fund provider on our recordkeeping and custodial services platform during the first quarter of 2015 as well as growth in our mutual funds and managed accounts business. 40 Regulatory changes on business trends. Regulatory changes can also impact our product sales. On April 8, 2016, the Department of Labor (“DOL”) published a final regulation (“the DOL Fiduciary Rule”), which more broadly defines the circumstances under which a person or entity may be considered a fiduciary for purposes of the prohibited transaction rules of the Employee Retirement Income Security Act and Internal Revenue Code (“IRC”) Section 4975. IRC Section 4975 prohibits certain types of compensation paid by third parties with respect to transactions involving assets in qualified accounts, including individual retirement account s (“IRAs”). In connection with the DOL Fiduciary Rule, the DOL also issued new exemptions and amended several existing exemptions. On February 3, 2017, the President of the United States issued a memorandum directing the DOL to review the DOL Fiduciary Rul e to determine, based on certain factors, whether the rule should be revised or rescinded. The DOL Fiduciary Rule, which was set to become “applicable” on April 10, 2017, may be delayed for an unspecified period while the Secretary of Labor prepares an upd ated economic and legal analysis on the impact of the DOL Fiduciary Rule. IRAs and other qualified accounts are an important component of the investment and savings products we distribute. If it were to become applicable in its current form, we believe that the DOL Fiduciary Rule would necessitate certain changes to our qualified plan business in order for us to continue to help investors save for retirement. Because of the uncertainty of the status of the DOL Fiduciary Rule, we have not yet finalized our plans or determined the extent and nature of those changes. Additionally, we have not determined the extent to which we would make necessitated compensation, product or other changes to our qualified plan business, nor whether we would make such changes consistent across our non-qualified business. As a result, we are currently unable to quantify the impact on our business, financial position or results of operations. During the year ended December 31, 2016, average client assets held in U.S. qualified retirement plans accounted for an estimated 59% of total average client account assets. During the year ended December 31, 2016, product sales of assets held in U.S. qualified retirement plans accounted for approximately 56% of total investment and savings product sales. Factors Affecting Our Results Term Life Insurance Segment. Our Term Life Insurance segment results are primarily driven by sales volumes, the accuracy of our pricing assumptions, terms and use of reinsurance, and expenses. Sales and policies in force. Sales of term policies and the size and characteristics of our in-force book of policies are vital to our results over the long term. Premium revenue is recognized as it is earned over the term of the policy, and eligible acquisition expenses are deferred and amortized ratably with the level premiums of the underlying policies. However, because we incur significant cash outflows at or about the time policies are issued, including the payment of sales commissions and underwriting costs, changes in life insurance sales volume will have a more immediate effect on our cash flows. Historically, we have found that while sales volume of term life insurance products between fiscal periods may vary based on a variety of factors, the productivity of our individual sales representatives generally remains within a relatively narrow range (i.e., an average monthly rate of new policies issued per life-licensed sales representative between 0.18 and 0.22), and, consequently, our sales volume over the longer term generally correlates to the size of our sales force. Pricing assumptions. Our pricing methodology is intended to provide us with appropriate profit margins for the risks we assume. We determine pricing classifications based on the coverage sought, such as the size and term of the policy, and certain policyholder attributes, such as age and health. In addition, we generally utilize unisex rates for our term life insurance policies. The pricing assumptions that underlie our rates are based upon our best estimates of mortality, persistency and interest rates at the time of issuance, sales force commission rates, issue and underwriting expenses, operating expenses and the characteristics of the insureds, including the distribution of sex, age, underwriting class, product and amount of coverage. Our results will be affected to the extent there is a variance between our pricing assumptions and actual experience. •Persistency . Persistency is a measure of how long our insurance policies stay in force. As a general matter, persistency that is lower than our pricing assumptions adversely affects our results over the long term because we lose the recurring revenue stream associated with the policies that lapse. Determining the near-term effects of changes in persistency is more complicated. When actual persistency is lower than our pricing assumptions, we must accelerate the amortization of deferred policy acquisition costs (“DAC”). The resultant increase in amortization expense is offset by a corresponding release of reserves associated with lapsed policies, which causes a reduction in benefits and claims expense. The future policy benefit reserves associated with any given policy will change over the term of such policy. As a general matter, future policy benefit reserves are lowest at the inception of a policy term and rise steadily to a peak before declining to zero at the expiration of the policy term. Accordingly, depending on when the lapse occurs in relation to the overall policy term, the reduction in benefits and claims expense may be greater or less than the increase in amortization expense, and, consequently, the effects on earnings for a given period could be positive or negative. Persistency levels will impact results to the extent actual experience deviates from the persistency assumptions used to price our products. •Mortality. Our profitability will fluctuate to the extent actual mortality rates differ from those used in our pricing assumptions. We mitigate a significant portion of our mortality exposure through reinsurance. •Interest Rates. We use an assumption for future interest rates that initially reflects the current low interest rate environment gradually increasing to a level consistent with historical experience. Both DAC and the future policy benefit reserve liability increase with the assumed interest rate. Since DAC is higher than the future policy benefit reserve liability in the early years of a policy, a lower assumed interest rate generally will result in lower profits. In the later years, when the future policy benefit 41 reserve liability is higher than DAC, a lower assumed interest rate generally will result in higher profits. These assumed interest rates, which like other pricing assumptions are locked in at issue, impact the timing but not the aggregat e amount of DAC and future policy benefit reserve changes. We allocate net investment income generated by the investment portfolio to the Term Life Insurance segment in an amount equal to the assumed net interest accreted to the segment’s U.S. generally ac cepted accounting principles (“U.S. GAAP”)-measured future policy benefit reserve liability less DAC. All remaining net investment income, and therefore the impact of actual interest rates, is attributed to the Corporate and Other Distributed Products segm ent. Reinsurance. We use reinsurance extensively, which has a significant effect on our results of operations. Since the mid-1990s, we have reinsured between 60% and 90% of the mortality risk on our U.S. term life insurance policies on a quota share yearly renewable term (“YRT”) basis. In Canada, historically, we utilized reinsurance arrangements similar to the U.S. in certain years and reinsured only face amounts above $500,000 in other years. However, in the first quarter of 2012, we entered into a YRT reinsurance arrangement in Canada similar to our U.S. program. YRT reinsurance permits us to set future mortality at contractual rates by policy class. To the extent actual mortality experience is more or less favorable than the contractual rate, the reinsurer will earn incremental profits or bear the incremental cost, as applicable. In contrast to coinsurance, which is intended to eliminate all risks (other than counterparty risk of the reinsurer) and rewards associated with a specified percentage of the block of policies subject to the reinsurance arrangement, the YRT reinsurance arrangements we enter into are intended only to reduce volatility associated with variances between estimated and actual mortality rates. In 2010, as part of our corporate reorganization and the initial public offering of our common stock, we entered into significant coinsurance transactions (the “IPO coinsurance transactions”) with entities then affiliated with Citigroup, Inc. (collectively, the “IPO coinsurers”) and ceded between 80% and 90% of the risks and rewards of our term life insurance policies that were in force at year-end 2009. We continue to administer all policies subject to these coinsurance agreements. The effect of our reinsurance arrangements on ceded premiums and benefits and expenses on our statement of income follows: •Ceded premiums. Ceded premiums are the premiums we pay to reinsurers. These amounts are deducted from the direct premiums we earn to calculate our net premium revenues. Similar to direct premium revenues, ceded coinsurance premiums remain level over the initial term of the insurance policy. Ceded YRT premiums increase over the period that the policy has been in force. Accordingly, ceded YRT premiums generally constitute an increasing percentage of direct premiums over the policy term. •Benefits and claims. Benefits and claims include incurred claim amounts and changes in future policy benefit reserves. Reinsurance reduces incurred claims in direct proportion to the percentage ceded. Coinsurance also reduces the change in future policy benefit reserves in direct proportion to the percentage ceded, while YRT reinsurance does not significantly impact the change in these reserves. •Amortization of DAC. DAC, and therefore amortization of DAC, is reduced on a pro-rata basis for the coinsured business, including the business reinsured with the IPO coinsurers. There is no impact on amortization of DAC associated with our YRT contracts. •Insurance expenses. Insurance expenses are reduced by the allowances received from coinsurance. There is no impact on insurance expenses associated with our YRT contracts. We may alter our reinsurance practices at any time due to the unavailability of YRT reinsurance at attractive rates or the availability of alternatives to reduce our risk exposure. We presently intend to continue ceding approximately 90% of our U.S. and Canadian mortality risk on new business. Expenses. Results are also affected by variances in client acquisition, maintenance and administration expense levels. Investment and Savings Products Segment. Our Investment and Savings Products segment results are primarily driven by sales, the value of assets in client accounts for which we earn ongoing management, marketing and support, and distribution fees, and the number of recordkeeping and custodial-fee generating positions we administer. Sales. We earn commissions and fees, such as dealer re-allowances, and marketing and support fees, based on sales of mutual fund products and annuities. Sales of investment and savings products are influenced by the overall demand for investment products in the United States and Canada, as well as by the size and productivity of our sales force. We generally experience seasonality in our Investment and Savings Products segment results due to our high concentration of sales of retirement account products. These accounts are typically funded in February through April, coincident with our clients’ tax return preparation season. While we believe the size of our sales force is a factor in driving sales volume in this segment, there are a number of other variables, such as economic and market conditions, which may have a significantly greater effect on sales volume in any given fiscal period. Asset values in client accounts. We earn marketing and support fees as well as distribution fees (trail commissions or, with respect to U.S. mutual funds, 12b-1 fees) on mutual fund and annuity assets in the United States and Canada. In the United States, we also earn investment advisory fees on assets in the managed investments program. In Canada, we earn management fees on certain mutual fund assets and on the segregated funds for which we serve as investment manager. Asset values are influenced by new product sales, ongoing contributions to existing accounts, redemptions and the change in market values in existing accounts. While we offer a wide variety of asset classes and investment styles, our clients’ accounts are primarily invested in equity funds. 42 Positions. We earn recordkeeping fees for admini strative functions we perform on behalf of several of our retail and managed mutual fund providers. An individual client account may include multiple fund positions for which we earn recordkeeping fees. We may also receive fees earned for non-bank custodia l services that we provide to clients with retirement plan accounts. Sales mix. While our investment and savings products all provide similar long-term economic returns to the Company, our results in a given fiscal period will be affected by changes in the overall mix of products within these categories. Examples of changes in the sales mix that influence our results include the following: •sales of annuity products in the United States will generate higher revenues in the period such sales occur than sales of other investment products that either generate lower upfront revenues or, in the case of managed investments and segregated funds, no upfront revenues; •sales of a higher proportion of managed investments and segregated funds products will generally extend the time over which revenues can be earned because we are entitled to higher revenues based on assets under management for these accounts in lieu of upfront revenues; and •sales of a higher proportion of mutual fund products and the composition of the fund families sold will impact the timing and amount of revenue we earn given the marketing, support, recordkeeping and custodial services we provide for the various mutual fund products we distribute. Corporate and Other Distributed Products Segment. We earn revenues and pay commissions and referral fees for various other insurance products, prepaid legal services and other financial products, all of which are originated by third parties. National Benefit Life Insurance Company (“NBLIC”) also has in-force policies from several discontinued lines of insurance. At the beginning of 2014, NBLIC sold its short-term statutory disability benefit insurance business to AmTrust North America, Inc., and the net gain recognized on the sale was reported as discontinued operations in 2014. Also during 2014, NBLIC ceased the marketing and underwriting of new student life insurance policies but it continues to administer the existing block of student life business. Corporate and Other Distributed Products segment net investment income reflects actual net investment income realized by the Company less the amount allocated to our Term Life Insurance segment based on the assumed net interest accreted to the segment’s U.S. GAAP-measured future policy benefit reserve liability less DAC. Actual net investment income reflected in the Corporate and Other Distributed Products segment is impacted by the size and performance of our invested asset portfolio, which can be influenced by interest rates, credit spreads, and the mix of invested assets. The Corporate and Other Distributed Products segment is also affected by corporate income and expenses not allocated to our other segments, general and administrative expenses (other than expenses that are allocated to our Term Life Insurance or Investment and Savings Products segments), interest expense on notes payable and reserve financing transactions as well as realized gains and losses on our invested asset portfolio. Capital Structure. Our financial results are affected by our capital structure, which includes our senior unsecured notes (the “Senior Notes”) and common stock. See Note 10 (Debt), Note 12 (Stockholders’ Equity) and Note 16 (Commitments and Contingent Liabilities) to our consolidated financial statements included elsewhere in this report for more information on changes in our capital structure. Foreign Currency. The Canadian dollar is the functional currency for our Canadian subsidiaries and our consolidated financial results, reported in U.S. dollars, are affected by changes in the currency exchange rate. As such, the translated amount of revenues, expenses, assets and liabilities attributable to our Canadian subsidiaries will be higher or lower in periods where the Canadian dollar appreciates or weakens relative to the U.S. dollar, respectively. While the Canadian dollar spot rate relative to the U.S. dollar has improved during 2016, it remains lower as compared with 2014 due to the significant decline in the value of the Canadian dollar relative to the U.S. dollar in 2015. The year-over-year increase in the year-end exchange rates used by the Company to translate our Canadian dollar functional currency assets and liabilities into U.S. dollars was 4% in 2016 from 2015 and it decreased by 17% from 2015 to 2014. The year-over-year decrease in the average exchange rates used by the Company to translate our Canadian dollar functional currency revenues and expenses into U.S. dollars was 4% in 2016 from 2015 and 14% in 2015 from 2014. See “Results of Operations” and “Financial Condition” and “Quantitative and Qualitative Disclosures About Market Risk – Canadian Currency Risk” and Note 3 (Segment and Geographical Information) to our consolidated financial statements included elsewhere in this report for more information on our Canadian subsidiaries and the impact of foreign currency on our financial results. 43 Critical Accounting Estimates We prepare our financial statements in accordance with U.S GAAP. These principles are established primarily by the Financial Accounting Standards Board. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions based on currently available information when recording transactions resulting from business operations. Our significant accounting policies are described in Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) to our consolidated financial statements included elsewhere in this report. The most significant items on our consolidated balance sheets are based on fair value determinations, accounting estimates and actuarial determinations, which are susceptible to changes in future periods and could affect our results of operations and financial position. The estimates that we deem to be most critical to an understanding of our results of operations and financial position are those related to DAC, future policy benefit reserves and corresponding amounts due from reinsurers, income taxes, and the valuation of investments. The preparation and evaluation of these critical accounting estimates involve the use of various assumptions developed from management’s analyses and judgments. Subsequent experience or use of other assumptions could produce significantly different results. Deferred Policy Acquisition Costs. We defer incremental direct costs of successful contract acquisitions that result directly from and are essential to the contract transaction(s) and that would not have been incurred had the contract transaction(s) not occurred. These costs include commissions and policy issue expenses. Deferrable term life insurance policy acquisition costs are amortized over the initial premium-paying period of the related policies in proportion to premium income and include assumptions made by us regarding persistency, expenses, interest rates and claims, which are updated on new business to reflect recent experience. These assumptions may not be modified, or unlocked on in-force term life insurance business, unless recoverability testing deems estimated future cash flows to be inadequate. DAC is subject to recoverability testing annually and when circumstances indicate that recoverability is uncertain. If actual lapses are different from pricing assumptions for a particular period, DAC amortization for that period will be affected. If the rate of policies that lapse is 1% higher than the rate of policies that we expected to lapse in our original pricing assumptions, approximately 1% more of the existing DAC balance will be amortized, which would have been equal to approximately $16.3 million as of December 31, 2016 (assuming such lapses were distributed proportionately among policies of all durations). We believe that a lapse rate in the number of policies that is 1% higher than the rate assumed in our pricing assumptions is a reasonably possible variation. Higher lapses in the early durations would have a greater effect on DAC amortization since the DAC balances are higher at the earlier durations. Due to the inherent uncertainties in making assumptions about future events, materially different experience from expected results in persistency could result in a material increase or decrease of DAC amortization in a particular period. Deferrable acquisition costs for Canadian segregated funds are amortized over the life of the policies in relation to the present value of estimated gross profits expected to be realized over the life of the underlying policies. The gross profits and resulting DAC amortization will vary with actual and anticipated fund returns, redemptions, commissions and expenses. DAC from our Canadian segregated funds reflects approximately 3% of our total DAC, and DAC amortization on these segregated funds reflects approximately 3% of our total DAC amortization for the year ended December 31, 2016. For additional information on DAC, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) and Note 7 (Deferred Policy Acquisition Costs) to our consolidated financial statements included elsewhere in this report. Future Policy Benefit Reserves and Reinsurance. Liabilities for future policy benefits on our term life insurance products have been computed using a net level method and include assumptions as to mortality, persistency, interest rates, and other assumptions based on our historical experience, modified as necessary for new business to reflect anticipated trends and to include provisions for possible adverse deviation. Reserves related to reinsured policies are accounted for using assumptions consistent with those used to determine the future policy benefit reserves and are included in Due from reinsurers in our consolidated balance sheets. Similar to the term life insurance DAC discussion above, we do not modify the assumptions used to establish future policy benefit reserves during the policy term unless recoverability testing deems them to be inadequate and there is no remaining DAC associated with the underlying policies. Our results depend significantly upon the extent to which our actual experience is consistent with the assumptions we used in determining our future policy benefit reserves. Our future policy benefit reserve assumptions and estimates require significant judgment and, therefore, are inherently uncertain. If the rate of policies that lapse is 1% higher than the rate of policies that we expected to lapse in our pricing assumptions, approximately 1% more of the future policy benefit reserves will be released, which would have been equal to approximately $54.6 million (assuming such lapses were distributed proportionately among policies of all durations), partially offset by the release of the corresponding due from reinsurers asset of approximately $38.6 million as of December 31, 2016, which decreases over time with the run-off of policies subject to the IPO coinsurance transactions. Higher lapses in later durations would have a greater effect on the release of future policy benefit reserves since the future policy benefit reserves are higher at the later durations. We cannot determine with precision the ultimate amounts that we will pay for actual claims or the timing of those payments. 44 For additional information on future policy benefits and reinsurance, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) and Note 6 (Reinsurance) to our consolidated financial statements included elsewhere in this report. Income Taxes. We account for income taxes using the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to (i) temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and (ii) operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We recognize the effect on deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date. Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not applicable to the periods in which we expect the temporary difference will reverse. In light of the multiple tax jurisdictions in which we operate, our tax returns are subject to routine audit by the Internal Revenue Service and other taxation authorities. These audits at times may produce alternative views regarding particular tax positions taken in the year(s) of review. As a result, the Company records uncertain tax positions, which requires recognition at the time when it is deemed more likely than not that the position in question will be upheld. Although management believes that the judgment and estimates involved are reasonable and that the necessary provisions have been recorded, changes in circumstances or unexpected events could adversely affect our financial position, results of operations, and cash flows. For additional information on income taxes, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) and Note 11 (Income Taxes) to our consolidated financial statements included elsewhere in this report. Invested Assets. We hold primarily fixed-maturity securities, including bonds and redeemable preferred stocks, and equity securities, including common and non- redeemable preferred stock. We have classified these invested assets as available-for-sale, except for the securities of our U.S. broker-dealer subsidiary, which we have classified as trading securities. We also hold a credit-enhanced note, which we classified as a held-to-maturity security that was issued in exchange for a surplus note with an equal principal amount as part of a redundant reserve financing transaction. All of these securities are carried at fair value, except for the held-to-maturity security, which is carried at amortized cost. Unrealized gains and losses on available-for-sale securities, except for other-than-temporary impairments (“OTTI”) discussed below, are included as a separate component of other comprehensive income in our statements of comprehensive income. Changes in fair value of trading securities are included in net investment income in the accompanying consolidated statements of income in the period in which the change occurred. Fair value. Fair value is the price that would be received upon the sale of an asset in an orderly transaction between market participants at the measurement date. Fair value measurements are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. We classify and disclose all invested assets carried at fair value in one of the three fair value measurement categories prescribed by U.S. GAAP. As of each reporting period, we classify all invested assets in their entirety based on the lowest level of input that is significant to the fair value measurement. Significant levels of estimation and judgment are required to determine the fair value of certain of our investments. The factors influencing these estimations and judgments are subject to change in subsequent reporting periods. OTTI. The determination of whether a decline in fair value of available-for-sale securities below amortized cost is other-than-temporary is subjective. Furthermore, this determination can involve a variety of assumptions and estimates, particularly for invested assets that are not actively traded in established markets. We evaluate a number of quantitative and qualitative factors when determining the impairment status of individual securities, including issuer-specific risks as well as relevant macroeconomic risks. For available-for-sale securities in an unrealized loss position that we intend to sell or would more-likely-than-not be required to sell before the expected recovery of the amortized cost basis, we recognize an impairment charge for the difference between amortized cost and fair value as a realized investment loss in our statements of income. For available-for-sale fixed maturity securities in an unrealized loss position for which we have no intent to sell and believe that it is not more-likely-than-not that we will be required to sell before the expected recovery of the amortized cost basis, only the amount related to the principal cash flows not expected to be received over the remaining term of the security, or the credit loss component, of the difference between cost and fair value is recognized as a realized investment loss in our statements of income, while the remainder is recognized in other comprehensive income in our statements of comprehensive income. OTTI analyses that we perform involve the use of estimates, assumptions, and subjectivity. If these factors or future events change, we could experience material OTTI in future periods, which could adversely affect our financial condition, results of operations and the size and quality of our invested assets portfolio. For additional information on our invested assets, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies), Note 4 (Investments) and Note 5 (Fair Value of Financial Instruments) to our consolidated financial statements included elsewhere in this report. 45 Results of Operations Revenues. Our revenues consist of the following: •Net premiums. Reflects direct premiums payable by our policyholders on our in-force insurance policies, primarily term life insurance, net of reinsurance premiums that we pay to reinsurers. •Commissions and fees. Consists primarily of dealer re-allowances earned on the sales of investment and savings products, trail commissions and management fees based on the asset values of client accounts, marketing and support fees from product originators, custodial fees for services rendered in our capacity as nominee on client retirement accounts funded by mutual funds on our servicing platform, recordkeeping fees for mutual funds on our servicing platform and fees associated with the sale of other distributed products. •Net investment income . Represents income, net of investment-related expenses, generated by our invested asset portfolio, which consists primarily of interest income earned on fixed-maturity investments. Investment income recorded on our held-to-maturity invested asset and the offsetting interest expense recorded for our surplus note are included in net investment income. •Realized investment gains (losses), including OTTI . Primarily reflects the difference between amortized cost and amounts realized on the sale of invested assets, as well as OTTI charges. •Other, net . Reflects revenues generated primarily from the fees charged for access to our proprietary sales force support system, as well as revenues from the sale of other miscellaneous items. Benefits and Expenses. Our operating expenses consist of the following: •Benefits and claims. Reflects the benefits and claims payable on insurance policies, as well as changes in our reserves for future policy claims and reserves for other benefits payable, net of reinsurance. •Amortization of DAC . Represents the amortization of capitalized costs directly associated with the sale of an insurance policy or segregated fund, including sales commissions, medical examination and other underwriting costs, and other eligible policy issuance costs. •Sales commissions . Represents commissions to our sales representatives in connection with the sale of investment and savings products and products other than insurance products. •Insurance expenses . Reflects non-capitalized insurance expenses, including staff compensation, technology and communications, insurance sales force-related costs, printing, postage and distribution of insurance sales materials, outsourcing and professional fees, premium taxes, amortization of our definite-lived intangible asset and other corporate and administrative fees and expenses related to our insurance operations. Insurance expenses also include both indirect policy issuance costs and costs associated with unsuccessful efforts to acquire new policies. •Insurance commissions . Reflects sales commissions in respect of insurance products that are not eligible for deferral. •Interest expense . Reflects interest on our notes payable, the financing charges related to an issued letter of credit, fees paid for the credit enhancement feature on our held-to-maturity invested asset, and a finance charge incurred pursuant to one of our coinsurance agreements with an IPO coinsurer. •Other operating expenses . Consists primarily of expenses that are unrelated to the distribution of insurance products, including staff compensation, technology and communications, various sales force-related costs, printing, postage and distribution of sales materials, outsourcing and professional fees, amortization of our definite-lived intangible asset and other corporate and administrative fees and expenses. Insurance expenses and other operating expenses directly attributable to the Term Life Insurance and the Investment and Savings Products segments are recorded directly to the applicable segment. We allocate certain other revenue and operating expenses that are not directly attributable to a specific operating segment based on the relative sizes of our life-licensed and securities-licensed independent sales forces. These allocated items include fees charged for access to our proprietary sales force support application and costs incurred for field technology, supervision, training and certain other costs. We also allocate certain technology and occupancy costs to our operating segments based on estimated usage. Costs that are not directly charged or allocated to our two primary operating segments are included in our Corporate and Other Distributed Products segment. 46 Primerica, Inc. and Subsidiaries Results. Our results of operations for the years ended December 31, 2016, 2015, and 2014 were as follows: Year ended December 31, 2016 vs. 2015 change 2015 vs. 2014 change 2016 2015 2014 $ % $ % (Dollars in thousands) Revenues: Direct premiums $2,444,268 $2,345,444 $2,301,332 $98,824 4 % $44,112 2 % Ceded premiums (1,600,559 ) (1,595,220 ) (1,616,817 ) 5,339 * (21,597 ) (1 )% Net premiums 843,709 750,224 684,515 93,485 12 % 65,709 10 % Commissions and fees 541,686 537,146 527,166 4,540 1 % 9,980 2 % Investment income net of investment expenses 97,905 89,557 89,955 8,348 9 % (398 ) * Interest expense on surplus note (18,880 ) (13,048 ) (3,482 ) 5,832 45 % 9,566 275 % Net investment income 79,025 76,509 86,473 2,516 3 % (9,964 ) (12 )% Realized investment gains (losses), including other-than-temporary impairment losses 4,088 (1,738 ) (261 ) 5,826 335 % 1,477 566 % Other, net 50,576 42,058 39,203 8,518 20 % 2,855 7 % Total revenues 1,519,084 1,404,199 1,337,096 114,885 8 % 67,103 5 % Benefits and expenses: Benefits and claims 367,655 339,315 311,417 28,340 8 % 27,898 9 % Amortization of DAC 180,582 157,727 144,378 22,855 14 % 13,349 9 % Sales commissions 272,815 274,893 268,775 (2,078 ) (1 )% 6,118 2 % Insurance expenses 132,348 123,030 113,871 9,318 8 % 9,159 8 % Insurance commissions 17,783 16,340 15,353 1,443 9 % 987 6 % Interest expense 28,691 33,507 34,570 (4,816 ) (14 )% (1,063 ) (3 )% Other operating expenses 181,615 168,406 173,010 13,209 8 % (4,604 ) (3 )% Total benefits and expenses 1,181,489 1,113,218 1,061,374 68,271 6 % 51,844 5 % Income from continuing operations before income taxes 337,595 290,981 275,722 46,614 16 % 15,259 6 % Income taxes on continuing operations 118,181 101,110 95,888 17,071 17 % 5,222 5 % Income from continuing operations 219,414 189,871 179,834 29,543 16 % 10,037 6 % Income from discontinued operations, net of income taxes - - 1,578 - * (1,578 ) (100 )% Net income $219,414 $189,871 $181,412 $29,543 16 % $8,459 5 % *Less than 1% Total revenues. Total revenues increased in 2016 from 2015 largely due to incremental premiums on term life insurance policies that are not subject to the IPO coinsurance transactions as well as direct premiums growth reflecting the increase in the number of new policies issued in recent periods. Commissions and fees from our Investment and Savings Products segment increased modestly in 2016 compared to 2015 primarily due to higher asset-based revenues driven by the increase in average client asset values and higher account-based revenues primarily driven by an increase in our account-based fee structure on U.S. qualified accounts, offset by lower sales-based revenues due to weakness in variable annuity sales. Net investment income increased in 2016 from 2015 as increasing prices on fixed-income investments led to an approximately $4.7 million higher total return on the deposit asset backing the 10% coinsurance agreement that is subject to deposit method accounting. This increase was partially offset by approximately $2.1 million of lower investment income due to lower yield on a slightly larger invested asset portfolio. Interest expense on surplus note line item will fluctuate from period to period along with the principal amount of our surplus note (the “Surplus Note”) based on the balance of reserves being contractually supported under a redundant reserve financing transaction used by our Vidalia Re, Inc. (“Vidalia Re”) captive insurance company. Investment inc ome earned on our held-to-maturity invested asset completely offsets the interest expense on Surplus Note line item, thereby eliminating any impact on net investment income. For more information on the Surplus Note, see Note 10 (Debt) and for additional information on the redundant reserve financing transaction used by Vidalia Re, see Note 4 (Investments) to our consolidated financial statements included elsewhere in this report. Realized investment gains (losses), including OTTI losses, increased primarily due to higher realized investment gains we recognized in the second quarter of 2016 from the sale of certain securities where the Company was able to reduce its exposure to specific issuers, as well as a lower amount of impairments on certain investments in our invested asset portfolio. Other, net revenues increased during 2016 compared to 2015 largely due to the increase in fees for our proprietary sales force support system, consistent with subscriber growth. We allocate fees collected for our proprietary sales force support system between our Term Life Insurance segment and our Investment and Savings Products segment based on the estimated number of sales force representatives that are licensed to sell products in each respective segment. 47 Durin g 2015, total revenues increased from 2014 primarily due to incremental premiums on term life insurance policies not subject to the IPO coinsurance transactions and higher direct premiums reflecting the increase in new policy sales in recent periods. Also contributing to the year-over-year increase in revenues in 2015 versus 2014 were higher commissions and fees generated from our Investment and Savings Products segment as a result of investment and savings product sales growth and client asset values growt h. Partially offsetting the increase in revenues in 2015 from 2014 was a decline in net investment income, which was mostly attributed to lower yield on invested assets, lower total return on the deposit asset underlying the 10% coinsurance agreement, and lower income from called fixed-income securities. Increases in realized investment losses recognized in 2015 compared to 2014 also negatively impacted revenue as we recognized a higher amount of impairments on certain investments in our invested asset portfolio, most notably in the fourth quarter of 2015, which we deemed to be other-than-temporarily impaired as a result of factors specific to the issuer or our intent to sell the investment in the near term. Also offsetting the year-over-year increase in revenues in 2015 was the translation impact of the weaker Canadian dollar in relation to the U.S. dollar. Measured in constant currency by translating 2015 Canadian local currency revenues using the average 2014 exchange rate, the year-over-year impact from the decrease in exchange rates negatively impacted revenues in 2015 by approximately $36.2 million. Total benefits and expenses. Total benefits and expenses increased in 2016 from 2015 reflecting growth in premium-related expenses, which include benefits and claims, amortization of DAC and insurance expenses. Also contributing to the increase in insurance expenses and other operating expenses was higher spending of approximately $10.4 million for our proprietary sales force support system’s mobile application as well as accommodating increased capacity for the growth in subscribers, higher employee-related costs of approximately $4.3 million, and costs related to preparing for the implementation of the DOL Fiduciary Rule of approximately $3.3 million. These increases were partially offset by the decline in interest expense incurred on our 10% coinsurance agreement which is discussed further in Note 6 (Reinsurance) to our consolidated financial statements included elsewhere in this report. The increase in total benefits and expenses in 2015 from 2014 was in line with the increase in total revenues. The growth in benefits and claims, amortization of DAC, and insurance expenses was generally consistent with the percentage increase in net premiums. In addition, the increase in sales commissions was largely in line with the percentage increase in commissions and fees revenues. Similar to revenues, the impact of Canadian foreign exchange rates partially offset the increase in total benefits and expenses. In 2015, total benefits and expenses of our Canadian subsidiaries translated into U.S. dollars was approximately $26.1 million lower than 2014 as measured on a constant currency basis. Income taxes. Our effective income tax rate was relatively consistent each year at 35.0%, 34.7%, and 34.8% in 2016, 2015, and 2014, respectively. For additional information, see the discussions of results of operations by segment below. Term Life Insurance Segment. Our results for the Term Life Insurance segment for the years ended December 31, 2016, 2015, and 2014 were as follows: Year ended December 31, 2016 vs. 2015 change 2015 vs. 2014 change 2016 2015 2014 $ % $ % (Dollars in thousands) Revenues: Direct premiums $2,413,340 $2,313,133 $2,266,649 $100,207 4 % $46,484 2 % Ceded premiums (1,591,133 ) (1,584,952 ) (1,605,965 ) 6,181 * (21,013 ) (1 )% Net Premiums 822,207 728,181 660,684 94,026 13 % 67,497 10 % Allocated net investment income 7,634 5,987 4,444 1,647 28 % 1,543 35 % Other, net 36,541 29,790 27,257 6,751 23 % 2,533 9 % Total revenues 866,382 763,958 692,385 102,424 13 % 71,573 10 % Benefits and expenses: Benefits and claims 350,640 322,232 295,332 28,408 9 % 26,900 9 % Amortization of DAC 172,812 147,980 133,331 24,832 17 % 14,649 11 % Insurance expenses 125,268 116,290 107,617 8,978 8 % 8,673 8 % Insurance commissions 4,301 4,247 4,004 54 1 % 243 6 % Total benefits and expenses 653,021 590,749 540,284 62,272 11 % 50,465 9 % Income from continuing operations before income taxes $213,361 $173,209 $152,101 $40,152 23 % $21,108 14 % *Less than 1% Net premiums. Direct premiums grew in 2016 from 2015 largely due to the increase in the number of new policies issued in recent periods. The change in ceded premiums reflected our increasing non-level YRT ceded premiums and the run-off of business subject to the IPO coinsurance transactions. The sustained impact of growth in direct premiums and the run-off of business subject to the IPO coinsurance transactions resulted in net premiums growing faster than direct premiums. 48 The increase in net premiums in 2015 from 2014 was largely due to the factors discussed above in the comparison of 2016 to 2015. In addition, the weaker Canadian dollar caused lower direct premium gro wth and a higher run-off of the Canadian business subject to the IPO coinsurance transactions, which negatively impacted net premiums in 2015 by approximately $14.0 million compared with 2014 when measured on a constant currency basis. Benefits and claims. The increase in benefits and claims in 2016 from 2015 was primarily driven by the growth in net premiums. However, benefits and claims increased at a slower rate than net premiums primarily due to disabled life premium waiver claims experience during 2016 being an estimated $5 million lower than historical levels, YRT rate reductions negotiated for 2014 and later issue years and modestly lower persistency. Death claims were relatively consistent with historical experience. In comparing 2015 to 2014, benefits and claims also grew in line with net premiums due to YRT rate reductions negotiated for 2014 and later issue years partially offset by persistency improvements in 2015 versus 2014. Death claims for both 2015 and 2014 were in-line with historical averages. Amortization of DAC. The amortization of DAC increased for 2016 from 2015 largely due to growth in net premiums. The increase in DAC amortization was higher than the increase in net premiums reflecting modestly lower persistency than the prior year as well as a higher amount of commissions deferred in recent periods. The increase in amortization of DAC in 2015 compared to 2014 was also impacted by a higher amount of commissions deferred in recent periods, resulting in a rate of DAC amortization in excess of the growth in net premiums. This increase was mostly offset by improved persistency in 2015. Insurance expenses. Growth in the business and the run-off of expense allowances related to the IPO coinsurance transactions resulted in a year-over-year increase in insurance expenses of approximately $4.4 million in 2016 compared with 2015. Increased spending associated with our proprietary sales force support system’s mobile application also contributed to the increase in insurance expenses by approximately $8.5 million. During 2015, we reallocated certain employee-related expenses from the Term Life Insurance segment to the Corporate and Other Distributed Products segment due to the change in the Company’s management structure that occurred in April 2015. The approximately $3.3 million full-year effect of the reallocated expenses, when combined with higher employee merit and headcount expenses in 2016 of approximately $2.3 million, resulted in a net decrease of approximately $1.0 million in the segment’s employee-related expenses in 2016 versus 2015. Furthermore, several miscellaneous cost saving items in 2016 that aggregated to approximately $3.0 million in lower insurance expenses affected the year-over-year change. In comparing 2015 to 2014, the growth in the business and the run-off of expense allowances related to the IPO coinsurance transactions resulted in a year-over-year increase in insurance expenses of approximately $5.5 million. Costs related to our proprietary sales force support system’s mobile application increased by approximately $2.8 million in 2015 versus 2014. Higher employee-related costs increased insurance expenses by approximately $1.8 million in 2015 but were largely offset by a reduction in the translated amount of Canadian functional currency insurance expenses as a result of the weaker Canadian dollar compared with 2014. Investment and Savings Products Segment. Our results of operations for the Investment and Savings Products segment for the years ended December 31, 2016, 2015, and 2014 were as follows: Year ended December 31, 2016 vs. 2015 change 2015 vs. 2014 change 2016 2015 2014 $ % $ % (Dollars in thousands) Revenues: Commissions and fees: Sales-based revenues $227,320 $237,384 $237,757 $(10,064 ) (4 )% $(373 ) * Asset-based revenues 237,604 231,919 225,799 5,685 2 % 6,120 3 % Account-based revenues 50,861 44,497 40,477 6,364 14 % 4,020 10 % Other, net 8,836 7,536 7,069 1,300 17 % 467 7 % Total revenues 524,621 521,336 511,102 3,285 1 % 10,234 2 % Expenses: Amortization of DAC 6,148 7,952 8,734 (1,804 ) (23 )% (782 ) (9 )% Insurance commissions 11,456 9,841 8,799 1,615 16 % 1,042 12 % Sales commissions: Sales-based 160,674 167,883 168,207 (7,209 ) (4 )% (324 ) * Asset-based 99,639 95,485 88,974 4,154 4 % 6,511 7 % Other operating expenses 102,348 94,092 90,371 8,256 9 % 3,721 4 % Total expenses 380,265 375,253 365,085 5,012 1 % 10,168 3 % Income from continuing operations before income taxes $144,356 $146,083 $146,017 $(1,727 ) (1 )% $66 * *Less than 1% 49 Commissions and fees. Sales-based revenues decreased in 2016 compared to 2015 primarily driven by lower variable annuity sales. Asset-based revenues increased in 2016 compared to 2015 due to the increase in average client asset values, which w as indicative of favorable market performance combined with continued net positive inflows. Account-based revenues also increased in 2016 compared to 2015 primarily due to an increase in our account-based fee structure on U.S. qualified accounts, which acc ounted for a year-over-year increase of approximately $4.1 million, as well as the increase in the average number of fee-generating positions in mutual funds and managed accounts investments that are serviced on the Company’s recordkeeping and custodial se rvices platform. The increase in commissions and fees in 2015 from 2014 was largely attributable to growth in average client asset values as discussed earlier in the “Investment and Savings Product Sales, Asset Values and Accounts” section. Account-based revenue increased largely due to the increase in the average number of fee generating accounts from the addition of a mutual fund provider on our recordkeeping and custodial services platform during 2015. Sales-based revenues were flat on a year-over-year basis as modest growth in sales-based revenue generating product sales was offset by a shift in product sales mix to product offerings with lower sales-based commission rates. Amortization of DAC. Amortization of DAC on our Canadian segregated funds product decreased in 2016 from 2015 largely due to the impact of favorable segregated funds market performance. The effect of lower redemption estimates for the 2016 annual update of assumptions based on emerging experience was in line with 2015 and therefore did not impact the year-over-year comparison of DAC amortization. In 2015, amortization of DAC on our Canadian segregated funds product was lower compared to 2014 due to the translation impact from the decline in the Canadian exchange rate, which reduced amortization by approximately $1.7 million. The year-over-year decline in DAC amortization was partially offset by the lower adjustment (approximately $1.0 million in 2015 compared to approximately $2.4 million in 2014) to reduce amortization reflecting updated assumptions of future redemptions based on emerging experience. Insurance commissions . The increase in insurance commissions in 2016 from 2015 was largely driven by a change in trail commission rate earned by the sales force on our Canadian segregated funds during the second quarter of 2015. Insurance commissions increased in 2015 compared with 2014 largely due to the factor discussed above in the comparison of 2016 to 2015. Partially offsetting the increase was the impact of approximately $1.5 million that the year-over-year decline in Canadian exchange rates had on the translated balance of insurance commissions reported. Sales commissions. The decline in sales-based commissions was in line with the decline in sales-based revenue. The increase in asset-based commissions slightly outpaced the increase in asset-based revenue primarily due to the change in product mix. The decrease in sales-based commissions in 2015 from 2014 was relatively consistent with the decline in sales-based revenues. The increase in asset-based commissions outpaced the increase in asset-based revenues primarily due to the translation impact of the weaker Canadian dollar in relation to the U.S. dollar on Canadian segregated funds revenue included in asset-based revenue. Other operating expenses. Other operating expenses increased in 2016 from 2015 largely due to $3.3 million of higher costs related to preparation for the DOL Fiduciary Rule. In addition, increased spending associated with our proprietary sales force support system’s mobile application resulted in approximately $2.4 million of higher operating expenses in 2016. Also contributing to the growth in operating expenses in 2016 as compared with 2015 were higher employee-related costs of approximately $0.9 million. The increase in other operating expenses in 2015 from 2014 was primarily due to higher costs associated with the growth in the business. The year-over-year percentage growth in other operating expenses exceeded the percentage growth in total revenues due to several other business initiatives with the largest being approximately $0.9 million in higher spending on our proprietary sales force support system’s mobile application. 50 Corporate and Other Distributed Products Segment. Our results of operations for the Corporate and Other Distributed Products segment for the years ended December 31, 2016, 2015, and 2014 were as follows: Year ended December 31, 2016 vs. 2015 change 2015 vs. 2014 change 2016 2015 2014 $ % $ % (Dollars in thousands) Revenues: Direct premiums $30,928 $32,311 $34,683 $(1,383 ) (4 )% $(2,372 ) (7 )% Ceded premiums (9,426 ) (10,268 ) (10,852 ) (842 ) (8 )% (584 ) (5 )% Net Premiums 21,502 22,043 23,831 (541 ) (2 )% (1,788 ) (8 )% Commissions and fees 25,901 23,346 23,133 2,555 11 % 213 1 % Allocated investment income net of investment expenses 90,271 83,570 85,511 6,701 8 % (1,941 ) (2 )% Interest expense on surplus note (18,880 ) (13,048 ) (3,482 ) 5,832 45 % 9,566 275 % Allocated net investment income 71,391 70,522 82,029 869 1 % (11,507 ) (14 )% Realized investment gains (losses), including other-than-temporary impairment losses 4,088 (1,738 ) (261 ) 5,826 335 % 1,477 566 % Other, net 5,199 4,732 4,877 467 10 % (145 ) (3 )% Total revenues 128,081 118,905 133,609 9,176 8 % (14,704 ) (11 )% Benefits and expenses: Benefits and claims 17,015 17,083 16,085 (68 ) * 998 6 % Amortization of DAC 1,622 1,795 2,313 (173 ) (10 )% (518 ) (22 )% Insurance expenses 7,080 6,740 6,254 340 5 % 486 8 % Insurance commissions 2,026 2,252 2,550 (226 ) (10 )% (298 ) (12 )% Sales commissions 12,502 11,525 11,594 977 8 % (69 ) (1 )% Interest expense 28,691 33,507 34,570 (4,816 ) (14 )% (1,063 ) (3 )% Other operating expenses 79,267 74,314 82,639 4,953 7 % (8,325 ) (10 )% Total benefits and expenses 148,203 147,216 156,005 987 1 % (8,789 ) (6 )% Loss from continuing operations before income taxes $(20,122 ) $(28,311 ) $(22,396 ) $(8,189 ) (29 )% $5,915 26 % *Less than 1% Total revenues. Total revenues increased in 2016 from 2015 partly due to commissions and fees revenue from stronger sales of other fee-based distributed products. Net premiums for the closed blocks of business issued by our NBLIC subsidiary decreased slightly due to the run-off of NBLIC’s non-term life insurance block of business. The increase in allocated net investment income as well as realized investment gains (losses) was driven by the same factors discussed earlier in “Total revenues” under the consolidated “Primerica, Inc. and Subsidiaries Results” section. The decrease in total revenues in 2015 from 2014 was primarily attributable to the decline in allocated net investment income and the increase in realized investment gains (losses) discussed earlier in “Total revenues” under the consolidated “Primerica, Inc. and Subsidiaries Results” section. Total revenue also decreased due to lower premiums attributable to the continued run-off of NBLIC’s non-term life insurance closed block, which included the student life insurance business that ceased writing new policies in 2014. Total Benefits and Expenses. Total benefits and expenses increased in 2016 from 2015 primarily due to higher employee-related costs in other operating expenses of approximately $4.4 million, which includes the full-year effect of reallocated employee-related expenses of approximately $3.3 million between segments in the second quarter of 2015 as described earlier in the Term Life Insurance segment discussion. The increase was partially offset by the reduction in the interest expense incurred on our 10% coinsurance agreement. For more information on the interest expense incurred on our 10% coinsurance agreement, see Note 6 (Reinsurance) to our consolidated financial statements included elsewhere in this report. The decrease in total benefits and expenses in 2015 from 2014 was primarily due to reduced other operating expenses of approximately $4.2 million reflecting the recognition of transition expenses for our former co-CEOs in 2014 that resulted from the modification of their employment terms, including ending their employment on April 1, 2015 instead of in August 2015. In addition, other operating expenses were reduced by approximately $4.0 million in 2015 versus 2014 as a sales force technology project associated with a non-core product offering ended and its related developed software was written off in 2014. Financial Condition Investments. Our insurance business is primarily focused on selling term life insurance, which does not include an investment component for the policyholder. The invested asset portfolio funded by premiums from our term life insurance business does not involve the substantial asset accumulations and spread requirements that exist with other non-term life insurance products. As a result, the profitability of our term life insurance business is not as sensitive to the impact that interest rates have on our invested asset portfolio and investment income as the profitability of other companies that distribute non-term life insurance products. 51 We follow a conservative investment strategy designed to emphasize the preservation of our invested assets and provide adequate liquidity for the prompt payment of claims. To meet business needs and mitigate risks, our investment guidel ines provide restrictions on our portfolio’s composition, including limits on asset type, per issuer limits, credit quality limits, portfolio duration, limits on the amount of investments in approved countries and permissible security types. We also manage and monitor our allocation of investments to limit the accumulation of any disproportionate concentrations of risk among industry sectors or issuer countries outside of the U.S. and Canada. In addition, as of December 31, 2016, we did not hold any country of issuer concentrations outside of the U.S. or Canada that represented more than 5% of the fair value of our available-for-sale invested asset portfolio or any industry concentrations of corporate bonds that represented more than 10% of the fair value of our available-for-sale invested asset portfolio. We may also direct our investment managers to invest some of our invested asset portfolio in currencies other than the U.S. dollar. For example, a portion of our portfolio is invested in assets denominated in Canadian dollars, which, at minimum, would equal our reserves for policies denominated in Canadian dollars. Additionally, to ensure adequate liquidity for payment of claims, we take into account the maturity and duration of our invested asset portfolio and our general liability profile. We also hold within our invested asset portfolio a credit enhanced note (“LLC Note”) issued by a limited liability company owned by a third-party service provider which is classified as a held-to-maturity security. The LLC Note, which is scheduled to mature on December 31, 2029, was obtained in exchange for a surplus note of equal principal amount issued by Vidalia Re, a special purpose financial captive insurance company and wholly owned subsidiary of Primerica Life. For more information on the LLC Note, see Note 4 (Investments) to our consolidated financial statements included elsewhere in this report. We have an investment committee composed of members of our senior management team that is responsible for establishing and maintaining our investment guidelines and supervising our investment activity. Our investment committee regularly monitors our overall investment results and our compliance with our investment objectives and guidelines. We use a third-party investment advisor to assist us in the management of our investing activities. Our investment advisor reports to our investment committee. Our invested asset portfolio is subject to a variety of risks, including risks related to general economic conditions, market volatility, interest rate fluctuations, liquidity risk and credit and default risk. Investment guideline restrictions have been established to minimize the effect of these risks but may not always be effective due to factors beyond our control. Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. A significant increase in interest rates could result in significant losses, realized or unrealized, in the value of our invested asset portfolio. Additionally, with respect to some of our investments, we are subject to prepayment and, therefore, reinvestment risk. Details on asset mix (excluding our held-to-maturity security) were as follows: December 31, 2016 December 31, 2015 Fair value Cost or amortized cost Fair value Cost or amortized cost U.S. government and agencies 1% 1% 1% 1% Foreign government 6% 6% 6% 6% States and political subdivisions 2% 2% 2% 2% Corporates 65% 64% 67% 68% Mortgage- and asset-backed securities 14% 14% 13% 13% Equity securities 2% 2% 3% 2% Trading securities * * * * Cash and cash equivalents 10% 11% 8% 8% Total 100% 100% 100% 100% *Less than 1%. The composition and duration of our portfolio will vary depending on several factors, including the yield curve and our opinion of the relative value among various asset classes. The year-end average rating, duration and book yield of our fixed-maturity portfolio (excluding our held-to-maturity security) were as follows: December 31, 2016 December 31, 2015 Average rating of our fixed-maturity portfolio A- A- Average duration of our fixed-maturity portfolio 3.9 years 4.0 years Average book yield of our fixed-maturity portfolio 4.21% 4.40% 52 Ratings for our investments in fixed-maturity securities are determined using Nationally Recognized Statistical Rating Organizations designations and/or equivalent ratings. The distribution of our investments in fixed-maturity securities (excluding our held-to-maturity security) by rating, including those classified as trading securities, were as follows: December 31, 2016 December 31, 2015 Amortized cost % Amortized cost % (Dollars in thousands) AAA $295,873 17 % $292,169 17 % AA 161,594 9 % 125,682 7 % A 387,072 23 % 386,140 23 % BBB 798,156 46 % 801,732 47 % Below investment grade 93,533 5 % 89,301 5 % Not rated 5,787 * 377 * Total $1,742,015 100 % $1,695,401 100 % *Less than 1%. The ten largest holdings within our invested asset portfolio (excluding our held-to-maturity security) were as follows: December 31, 2016 Issuer Fair value Cost or amortized cost Unrealized gain (loss) Credit rating (Dollars in thousands) Government of Canada $24,130 $23,167 $963 AAA National Rural Utilities Cooperative 11,472 10,271 1,201 A General Electric Co 10,037 9,627 410 AA+ Wells Fargo & Co 9,201 8,980 221 A Iberdrola SA 8,832 8,474 358 BBB+ National Fuel Gas Co 8,653 8,070 583 BBB Anheuser-Busch InBev SA/NV 8,207 7,800 407 A- Australia & New Zealand Banking 7,916 7,880 36 A+ TransCanada Corp 7,810 7,540 270 A- US Bancorp 7,687 7,381 306 A+ Total – ten largest holdings $103,945 $99,190 $4,755 Total – fixed-maturity and equity securities $1,844,715 $1,778,884 Percent of total fixed-maturity and equity securities 6 % 6 % For additional information on our invested asset portfolio, see Note 4 (Investments) and Note 5 (Fair Value of Financial Instruments) to our consolidated financial statements included elsewhere in this report. Other Significant Assets and Liabilities. The balances of and changes in other significant assets and liabilities were as follows: December 31, Change 2016 2015 $ % (Dollars in thousands) Assets: Due from reinsurers $4,193,562 $4,110,628 $82,934 2 % Deferred policy acquisition costs, net 1,713,065 1,500,259 212,806 14 % Liabilities: Future policy benefits $5,673,890 $5,431,711 $242,179 4 % Due from reinsurers. Due from reinsurers reflects future policy benefit and claim reserves due from third-party reinsurers, including the IPO coinsurers. Such amounts are reported as due from reinsurers rather than offsetting future policy benefits. The year-over-year increase at year-end 2016 was primarily driven by the timing of reinsurance payments received for monthly reinsurance claims at year end. Deferred policy acquisition costs, net. The increase in DAC was primarily a result of incremental commissions and expenses deferred as a result of new business in 2016, which was not subject to the IPO coinsurance agreements. Future policy benefits. The increase in future policy benefits was primarily a result of the growth in our in-force book of business. For additional information, see the notes to our consolidated financial statements included elsewhere in this report. Liquidity and Capital Resources Dividends and other payments to the Parent Company from its subsidiaries are our principal sources of cash. The amount of dividends paid by the subsidiaries is dependent on their capital needs to fund future growth and applicable regulatory restrictions. The primary uses of funds by the Parent Company include the payments of stockholder dividends, interest on notes payable, general operating 53 expenses, and income taxes, as well as repurchases of shares outstanding. During 2016, our life insurance underwriting companies declared and paid ordinary dividends of $117.0 million to the Parent Company. See Note 15 (Statutory Accounting and Dividend Restrictions) to our consolidated financial statements included elsewhere in this report for more information on insurance subsidiary dividends and statutory restrictions. In addition, o ur non-life insurance subsidiaries declared and paid dividends of approximately $72.5 million to the Parent Company in 2016. At December 31, 2016, the Parent Company had cash and invested assets of approximately $68.0 million. The Parent Company’s subsidiaries generate operating cash flows primarily from term life insurance premiums (net of premiums ceded to reinsurers), income from invested assets, commissions and fees collected from the distribution of investment and savings products as well as other financial products. The subsidiaries’ principal operating cash outflows include the payment of insurance claims and benefits (net of ceded claims recovered from reinsurers), commissions to our sales force, insurance and other operating expenses, interest expense for future policy benefit reserves financing transactions, and income taxes. The distribution and underwriting of term life insurance requires upfront cash outlays at the time the policy is issued as we pay a substantial majority of the sales commission during the first year following the sale of a policy and incur costs for underwriting activities at the inception of a policy’s term. During the early years of a policy’s term, we generally receive level term premiums in excess of claims paid. We invest the excess cash generated during earlier policy years in fixed-maturity and equity securities held in support of future policy benefit reserves. In later policy years, cash received from the maturity or sale of invested assets is used to pay claims in excess of level term premiums received. Historically, cash flows generated by our businesses, primarily from our existing block of term life policies and our investment and savings products, have provided us with sufficient liquidity to meet our operating requirements. We anticipate that cash flows from our businesses will continue to provide sufficient operating liquidity over the next 12 months. We may seek to enhance our liquidity position or capital structure through borrowings from third-party sources, sales of debt or equity securities, reserve financings or some combination of these sources. Additionally, we believe that cash flows from our businesses and potential sources of funding will sufficiently support our long-term liquidity needs. Cash Flows. The components of the changes in cash and cash equivalents were as follows: Year ended December 31, 2016 2015 2014 (In thousands) Net cash provided by (used in) operating activities $292,167 $259,089 $237,332 Net cash provided by (used in) investing activities (47,923 ) (58,465 ) (15,645 ) Net cash provided by (used in) financing activities (185,134 ) (235,268 ) (175,883 ) Effect of foreign exchange rate changes on cash 572 (5,059 ) (2,789 ) Change in cash and cash equivalents $59,682 $(39,703 ) $43,015 Operating activities. The increase in operating cash flows in 2016 from 2015 was partially the result of an increase in cash received from the collection of premium revenues in excess of benefits and claims paid in our Term Life Insurance segment. Growth in direct premiums as well as the additional layering of net premiums from term life insurance policies not subject to the IPO coinsurance transactions has continued to generate positive incremental cash flows after payments are made for policy acquisition costs during the first year that policies are issued. In addition, the timing of remittances for monthly reinsurance premiums to reinsurers as well as the timing impact of when outstanding checks were paid from our bank disbursement accounts at year end contributed to the increase in operating cash flows in 2016 as compared with 2015. Also contributing to the increase in operating cash flows in 2016 versus 2015 was lower cash income taxes in Canada relative to income tax expense incurred due to the timing of remittances to Canadian tax authorities. The year-over-year growth in new life insurance policies issued resulted in higher cash payments for DAC (net of income tax deductions) in 2016 as compared with 2015, which partially offset the year-over-year increase in operating cash flows. The largest item contributing to the increase in net cash provided by operating activities in 2015 from 2014 was also driven by the impact of an additional year of term life insurance policies issued subsequent to the IPO coinsurance transactions. The year-over-year growth in new life insurance policies issued resulted in higher cash payments for DAC in 2015 as compared with 2014, which partially offset the year-over-year increase in operating cash flows. Investing activities. The decrease in cash used in investing activities in 2016 from 2015 was primarily driven by lower purchases of fixed-maturity securities as the Company accumulated a higher balance of short-term cash equivalent investments at the end of the year in pursuit of opportunities to reinvest in a rising interest rate environment. The decrease in cash used was partially offset by higher capital expenditures in 2016 for our information technology infrastructure. The use of cash in investing activities increased in 2015 from 2014 primarily due to the purchase of available-for-sale investments with proceeds obtained from operating activities combined with the lower level of investments that matured or were called in 2015. The year-over-year change was partially offset by the accumulation of cash from sales of available-for-sale securities to fund our larger and accelerated share repurchases during 2015 compared to 2014. 54 Financing activities. Net cash used in financing activities during 2016 decreased compared to 2015 as we utilized the additional $50 million of capacity authorized in our share repurchase programs in 2015 compared with 2016. Cash used in financing activities during 2015 increased compared to 2014 primarily due to a larger amount of shares that were repurchased, which the Company increased in 2015 given our assessment of the market prices for which we had been able to execute our share repurchases. In addition, an increase in the dividends per share from 2014 to 2015 contributed to a higher amount of cash used in financing activities. Risk-Based Capital (“RBC”). The National Association of Insurance Commissioners (“NAIC”) has established RBC standards for U.S. life insurers, as well as a risk- based capital model act (the “RBC Model Act”) that has been adopted by the insurance regulatory authorities. The RBC Model Act requires that life insurers annually submit a report to state regulators regarding their RBC based upon four categories of risk: asset risk; insurance risk; interest rate risk and business risk. The capital requirement for each is determined by applying factors that vary based upon the degree of risk to various asset, premiums and policy benefit reserve items. The formula is an early warning tool to identify possible weakly capitalized companies for purposes of initiating further regulatory action. As of December 31, 2016, our U.S. life insurance subsidiaries had statutory capital substantially in excess of the applicable statutory requirements to support existing operations and to fund future growth. Primerica Life’s RBC ratio remained well positioned to support existing operations and fund future growth. In Canada, an insurer’s minimum capital requirement is overseen by the Office of the Superintendent of Financial Institutions (“OSFI”) and determined as the sum of the capital requirements for five categories of risk: asset default risk; mortality/morbidity/lapse risks; changes in interest rate environment risk; segregated funds risk; and foreign exchange risk. As of December 31, 2016, Primerica Life Canada was in compliance with Canada’s minimum capital requirements as determined by OSFI. For more information regarding statutory capital requirements and dividend capacities of our insurance subsidiaries see Note 15 (Statutory Accounting and Dividend Restrictions) to our consolidated financial statements included elsewhere in this report for more information. Redundant Reserve Financings. The Model Regulation entitled Valuation of Life Insurance Policies, commonly known as Regulation XXX, requires insurers to carry statutory policy benefit reserves for term life insurance policies with long-term premium guarantees which are often significantly in excess of the future policy benefit reserves that insurers deem necessary to satisfy claim obligations (“redundant policy benefit reserves”). Accordingly, many insurance companies have sought ways to reduce their capital needs by financing redundant policy benefit reserves through bank financing, reinsurance arrangements and other financing transactions. We have established Peach Re, Inc. ("Peach Re") and Vidalia Re as special purpose financial captive insurance companies and wholly owned subsidiaries of Primerica Life. Primerica Life has ceded certain term life policies issued prior to 2011 to Peach Re as part of a Regulation XXX redundant reserve financing transaction (the “Peach Re Redundant Reserve Financing Transaction”) and has ceded certain term life policies issued in 2011, 2012, 2013 and 2014 to Vidalia Re as part of a Regulation XXX redundant reserve financing transaction (the “Vidalia Re Redundant Reserve Financing Transaction”). These redundant reserve financing transactions allow us to more efficiently manage and deploy our capital. The NAIC has adopted a model regulation for determining reserves using a principle-based approach (“principle-based reserves” or “PBR”), which is designed to reflect each insurer’s own experience in calculating reserves and move away from a standardized reserving formula. PBR has been adopted by almost all state insurance departments effective in 2017, but has not yet been adopted by Massachusetts or New York, where two of our U.S. insurance subsidiaries are domiciled. If adopted, the new principle-based reserve regulation will greatly reduce the statutory policy benefit reserve requirements, but will only apply for business issued after the effective date. We may explore expanding our existing redundant reserve financing transactions or establishing new transactions for business sold prior to the effective date of any principle-based reserve regulation. See Note 4 (Investments), Note 10 (Debt) and Note 16 (Commitments and Contingent Liabilities) to our consolidated financial statements included elsewhere in this report for more information on these redundant reserve financing transactions. Notes Payable. The Company has $375.0 million of publicly-traded, Senior Notes outstanding issued at a price of 99.843% with an annual rate of 4.75%, payable semi- annually in arrears on January 15 and July 15. The Senior Notes mature July 15, 2022. We were in compliance with the covenants of the Senior Notes at December 31, 2016. No events of default(s) occurred on the Senior Notes during the year ended December 31, 2016. Financial Ratings. As of December 31, 2016, the investment grade credit ratings for our Senior Notes were as follows: Agency Senior Notes rating Moody's Baa2, stable outlook Standard & Poor's A-, stable outlook A.M. Best Company a-, stable outlook 55 As of December 31, 2016, Primerica Life’s financial strength ratings were as follows: Agency Financial strength rating Moody’s A2, stable outlook Standard & Poor's AA-, stable outlook A.M. Best Company A+, stable outlook Securities Lending. We participate in securities lending transactions with brokers to increase investment income with minimal risk. See Note 4 (Investments) to our consolidated financial statements included elsewhere in this report for additional information. Short-Term Borrowings. We had no short-term borrowings as of or during the year ended December 31, 2016. Surplus Note. Vidalia Re issued a Surplus Note in exchange for the LLC Note as a part of the Vidalia Re Redundant Reserve Financing Transaction. The Surplus Note has a principal amount equal to the LLC Note and is scheduled to mature on December 31, 2029. For more information on the Surplus Note, see Note 10 (Debt) to our consolidated financial statements included elsewhere in this report. Off-Balance Sheet Arrangements. Our off-balance sheet arrangements as of December 31, 2016 consisted of the letter of credit issued under the credit facility agreement with Deutsche Bank (the “Credit Facility Agreement”) and associated with the Peach Re Redundant Reserve Financing Transaction as described in Note 16 (Commitments and Contingent Liabilities) to our consolidated financial statements included elsewhere in this report. Contractual Obligations. Our contractual obligations, including payments due by period, were as follows: December 31, 2016 Total Liability Total Payments Less than 1 year 1-3 years 3-5 years More than 5 years (In millions) Future policy benefits $5,674 $19,852 $1,425 $2,676 $2,453 $13,298 Policy claims and other benefits payable 268 268 268 - - - Other policyholder funds 363 363 363 - - - Long-term debt principal 375 375 - - - 375 Interest obligations 8 186 28 57 54 47 Commissions 30 30 28 2 - - Purchase obligations 4 36 22 14 1 - Operating lease obligations - 65 7 12 11 35 Current income tax payable 26 26 26 - - - Other liabilities 407 397 366 28 - 2 Total contractual obligations $7,155 $21,598 $2,533 $2,789 $2,519 $13,757 Our liability for future policy benefits represents the present value of estimated future policy benefits to be paid, less the present value of estimated future net benefit premiums to be collected. Net benefit premiums represent the portion of gross premiums required to provide for all benefits and associated expenses. These benefit payments are contingent on policyholders continuing to renew their policies and make their premium payments. Our contractual obligations table discloses the impact of benefit payments that will be due assuming the underlying policy renewals and premium payments continue as expected in our actuarial models. The future policy benefit payments represented in the table are presented on an undiscounted basis, gross of any amounts recoverable through reinsurance agreements and gross of any premiums to be collected. We expect to fully fund the obligations for future policy benefits from cash flows from general account invested assets, claims reimbursed by reinsurers, and from future premiums. These estimations are based on mortality and lapse assumptions comparable with our historical experience. Due to the significance of the assumptions used, the amounts presented could materially differ from actual results. Policy claims and other benefits payable represents claims and benefits currently owed to policyholders. Other policyholders’ funds primarily represent claim payments left on deposit with us. Long-term debt principal relates to our Senior Notes. Interest obligations (reported within other liabilities in our consolidated balance sheets) reflect expected interest on our Senior Notes, the financing charges related to an issued letter of credit, fees paid for the credit enhancement feature on the LLC Note, and a finance charge incurred pursuant to one of our coinsurance agreements as of December 31, 2016. We did not include the principal or interest on the Surplus Note in the table above as the payments due for these items are contractually offset by the principal and interest on the LLC Note as long as we hold the LLC Note. The Company asserts its positive intent and ability to hold the LLC Note until maturity. 56 Commissions represent commissions that have been earned by our sales force but have not been paid as of December 31, 2016. We are only obligated to pay commissions as earned from sales of our products. The total liability amount is reported within other liabilities in our consolidated balance sheets. Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms. These obligations consist primarily of accounts payable and certain accrued liabilities, including committed funds related to meetings and conventions for our independent sales force, plus a variety of vendor commitments funding our ongoing business operations. The total liability amount is reported within other liabilities in our consolidated balance sheets. Our operating lease obligations primarily relate to office, warehouse, printing, and distribution properties. Our executive and home operations for all of our domestic U.S. operations (except New York) are located in Duluth, Georgia. Other liabilities are obligations reported within the consolidated balance sheets and consist primarily of amounts due under reinsurance agreements and general accruals and payables. The total payments within the table differ from the amounts presented in our consolidated balance sheets due to the exclusion of amounts where a reasonable estimate of the period of settlement cannot be determined. For additional information concerning our commitments and contingencies, see Note 16 (Commitments and Contingent Liabilities) to our consolidated financial statements included elsewhere in this report. I TEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Market risk is the risk of the loss of fair value resulting from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates. Market risk is directly influenced by the volatility and liquidity in the markets in which the related underlying financial instruments are traded. Sensitivity analysis measures the impact of hypothetical changes in interest rates, foreign exchange rates and other market rates or prices on the profitability of market-sensitive financial instruments. The following discussion about the potential effects of changes in interest rates and Canadian currency exchange rates is based on shock-tests, which model the effects of interest rate and Canadian exchange rate shifts on our financial condition and results of operations. Although we believe shock tests provide the most meaningful analysis permitted by the rules and regulations of the SEC, they are constrained by several factors, including the necessity to conduct the analysis based on a single point in time and by their inability to include the extraordinarily complex market reactions that normally would arise from the market shifts modeled. Although the following results of shock tests for changes in interest rates and Canadian currency exchange rates may have some limited use as benchmarks, they should not be viewed as forecasts. These disclosures also are selective in nature and address, in the case of interest rates, only the potential direct impact on our financial instruments and, in the case of Canadian currency exchange rates, the potential translation impact on net income from our Canadian subsidiaries. They do not include a variety of other potential factors that could affect our business as a result of these changes in interest rates and Canadian currency exchange rates. Interest Rate Risk. The fair value of the fixed-maturity securities (excluding the held-to-maturity security) in our invested asset portfolio as of December 31, 2016 was approximately $1.8 billion. The primary market risk for this portion of our invested asset portfolio is interest rate risk. One means of assessing the exposure of our fixed- maturity securities portfolios to interest rate changes is a duration-based analysis that measures the potential changes in market value resulting from a hypothetical change in interest rates of 100 basis points across all maturities. This model is sometimes referred to as a parallel shift in the yield curve. Under this model, with all other factors constant and assuming no offsetting change in the value of our liabilities, we estimated that such an increase in interest rates would cause the market value of our fixed- maturity securities portfolios to decline by approximately $64.1 million, or approximately 4%, based on our actual securities positions as of December 31, 2016. If interest rates remain at or near historically low levels, we anticipate the average yield of our fixed-income investment portfolio, and therefore the investment income derived from it, would decrease as maturing fixed-income investments would be replaced with purchases of lower yielding investments. Canadian Currency Risk. We also have exposure to foreign currency exchange risk to the extent we conduct business in Canada. A strong Canadian dollar relative to the U.S. dollar results in higher levels of reported revenues, expenses, net income, assets, liabilities, and accumulated comprehensive income (loss) in our U.S. dollar financial statements, and a weaker Canadian dollar would have the opposite effect. Generally, our Canadian dollar-denominated assets are held in support of our Canadian dollar- denominated liabilities. For the year ended December 31, 2016, 16% of our revenues from operations, excluding realized investment gains, and 20% of income from continuing operations before income taxes were generated by our Canadian operations. One means of assessing exposure to changes in Canadian currency exchange rates is to model the effects on reported income using a sensitivity analysis. We analyzed our Canadian currency exposure for the year ended December 31, 2016. Net exposure was measured assuming a 10% decrease in Canadian currency exchange rates compared to the U.S. dollar. We estimated that such a decrease would decrease our income before income taxes for the year ended December 31, 2016 by approximately $6.8 million. Our investment in the net assets of our Canadian operations is also subject to Canadian currency risk. If we were to assume a 10% decrease in Canadian currency exchange rates compared to the U.S. dollar, the translated value of our net investment in our Canadian 57 subsidiaries in U.S. dollars would decrease by approximately $24.3 million based on net assets as of December 31, 2016. Historically, w e have not hedged this exposure, although we may elect to do so in future periods. The impact of translating the balance of net assets of our Canadian operations is recorded in our consolidated balance sheets within the accumulated other comprehensive inco me component of stockholders’ equity. Credit Risk. We extensively use reinsurance in the United States to diversify our insurance and underwriting risk and to manage our loss exposure to mortality risk. Reinsurance does not relieve us of our direct liability to our policyholders. Due to factors such as insolvency, adverse underwriting results or inadequate investment returns, our reinsurers may not be able to pay the amounts they owe us on a timely basis or at all. Further, reinsurers might refuse or fail to pay losses that we cede to them or might delay payment. To limit our exposure with any one reinsurer, we monitor the concentration of credit risk we have with our reinsurance counterparties, as well as their financial condition. We manage this reinsurer credit risk through analysis and monitoring of the credit-worthiness of each of our reinsurance partners to minimize collection issues. Also, for reinsurance contracts with unauthorized reinsurers, we require collateral such as letters of credit. For information on our reinsurance exposure and reinsurers, see Note 6 (Reinsurance) to our consolidated financial statements included elsewhere in this report. In connection with our Credit Facility Agreement, the Company assumes credit risk associated with Deutsche Bank’s ability to make payment to us as fulfillment of its obligations under the letter of credit. Such a draw on the letter of credit would only be requested in the event that the assets held in support of the liabilities assumed by Peach Re were insufficient, which, based on actuarial analysis, is unlikely. Concurrent with the execution of the Regulation XXX redundant reserve financing transaction between Vidalia Re and Primerica Life, Vidalia Re entered into a Surplus Note Purchase Agreement (the “Surplus Note Purchase Agreement”) with Hannover Life Reassurance Company of America and certain of its affiliates (collectively, “Hannover Re”) and a newly formed limited liability company (the “LLC”) owned by a third-party service provider. Under the Surplus Note Purchase Agreement, Vidalia Re issued the Surplus Note to the LLC in exchange for the LLC Note of equal principal amount. The Company assumes credit risk associated with a credit enhancement feature provided by Hannover Re, which bears the obligation to absorb the LLC’s losses in the event of a Surplus Note default in exchange for a fee. For information on our Credit Facility Agreement and Surplus Note Purchase Agreement, see Note 16 (Commitments and Contingent Liabilities), Note 4 (Investments), and Note 10 (Debt) to our consolidated financial statements included elsewhere in this report. We also bear credit risk on our investment portfolio related to the uncertainty associated with the continued ability of an obligor to make timely payments of principal and interest. In an effort to meet business needs and mitigate credit and other portfolio risks, we established investment guidelines that provide restrictions on our portfolio’s composition, including limits on asset type, per issuer limits, credit quality limits, portfolio duration, limits on the amount of investments in approved countries and permissible security types. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition” included elsewhere in this report for details on our investment portfolio, including investment strategy, asset mix, and credit ratings. 58 I TEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders of Primerica, Inc.: We have audited the accompanying consolidated balance sheets of Primerica, Inc. and subsidiaries (the Company) as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2016. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Primerica, Inc. and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Primerica, Inc.’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 27, 2017 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. /s/ KPMG LLP Atlanta, Georgia February 27, 2017 59 PRIMERICA, INC. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2016 December 31, 2015 (In thousands) Assets: Investments: Fixed-maturity securities available-for-sale, at fair value (amortized cost: $1,734,683 in 2016 and $1,690,043 in 2015) $1,792,438 $1,731,459 Fixed-maturity securities held-to-maturity, at amortized cost (fair value: $513,015 in 2016 and $371,742 in 2015) 503,230 365,220 Equity securities available-for-sale, at fair value (cost: $36,818 in 2016 and $39,969 in 2015) 44,894 47,839 Trading securities, at fair value (cost: $7,382 in 2016 and $5,383 in 2015) 7,383 5,358 Policy loans 30,916 28,627 Total investments 2,378,861 2,178,503 Cash and cash equivalents 211,976 152,294 Accrued investment income 16,520 17,080 Due from reinsurers 4,193,562 4,110,628 Deferred policy acquisition costs, net 1,713,065 1,500,259 Agent balances, due premiums and other receivables 210,448 190,379 Intangible assets, net 54,915 58,318 Current income tax receivable - 4,955 Deferred income taxes 37,369 30,112 Other assets 334,274 304,356 Separate account assets 2,287,953 2,063,899 Total assets $11,438,943 $10,610,783 Liabilities and Stockholders’ Equity: Liabilities: Future policy benefits 5,673,890 5,431,711 Unearned premiums 527 628 Policy claims and other benefits payable 268,136 238,157 Other policyholders’ funds 363,038 365,276 Notes payable 372,919 372,552 Surplus note 502,491 364,424 Current income tax payable 26,365 6,476 Deferred income taxes 198,641 141,649 Other liabilities 449,963 408,757 Payable under securities lending 73,646 71,482 Separate account liabilities 2,287,953 2,063,899 Commitments and contingent liabilities (see Commitments and Contingent Liabilities note) Total liabilities 10,217,569 9,465,011 Stockholders’ equity: Common stock ($0.01 par value; authorized 500,000 in 2016 and 2015; issued and outstanding 45,721 shares in 2016 and 48,297 shares in 2015) 457 483 Paid-in capital 52,468 180,250 Retained earnings 1,138,851 952,804 Accumulated other comprehensive income (loss), net of income tax: Unrealized foreign currency translation gains (losses) (13,193 ) (19,801 ) Net unrealized investment gains (losses): Net unrealized investment gains not other-than-temporarily impaired 42,852 32,107 Net unrealized investment losses other-than-temporarily impaired (61 ) (71 ) Total stockholders’ equity 1,221,374 1,145,772 Total liabilities and stockholders’ equity $11,438,943 $10,610,783 See accompanying notes to consolidated financial statements. 60 PRIMERICA, INC. AND SUBSIDIARIES Consolidated Statements of Income Year ended December 31, 2016 2015 2014 (In thousands, except per-share amounts) Revenues: Direct premiums $2,444,268 $2,345,444 $2,301,332 Ceded premiums (1,600,559 ) (1,595,220 ) (1,616,817 ) Net premiums 843,709 750,224 684,515 Commissions and fees 541,686 537,146 527,166 Investment income net of investment expenses 97,905 89,557 89,955 Interest expense on surplus note (18,880 ) (13,048 ) (3,482 ) Net investment income 79,025 76,509 86,473 Realized investment gains (losses), including other-than- temporary impairment losses 4,088 (1,738 ) (261 ) Other, net 50,576 42,058 39,203 Total revenues 1,519,084 1,404,199 1,337,096 Benefits and expenses: Benefits and claims 367,655 339,315 311,417 Amortization of deferred policy acquisition costs 180,582 157,727 144,378 Sales commissions 272,815 274,893 268,775 Insurance expenses 132,348 123,030 113,871 Insurance commissions 17,783 16,340 15,353 Interest expense 28,691 33,507 34,570 Other operating expenses 181,615 168,406 173,010 Total benefits and expenses 1,181,489 1,113,218 1,061,374 Income from continuing operations before income taxes 337,595 290,981 275,722 Income taxes 118,181 101,110 95,888 Income from continuing operations 219,414 189,871 179,834 Income from discontinued operations, net of income taxes - - 1,578 Net income $219,414 $189,871 $181,412 Basic earnings per share: Continuing operations $4.59 $3.70 $3.26 Discontinued operations - - 0.03 Basic earnings per share $4.59 $3.70 $3.29 Diluted earnings per share: Continuing operations $4.59 $3.70 $3.26 Discontinued operations - - 0.03 Diluted earnings per share $4.59 $3.70 $3.29 Weighted-average shares used in computing earnings per share: Basic 47,411 50,881 54,567 Diluted 47,453 50,913 54,598 Supplemental disclosures: Total impairment losses $(3,420 ) $(6,893 ) $(4,045 ) Impairment losses recognized in other comprehensive income before income taxes - - - Net impairment losses recognized in earnings (3,420 ) (6,893 ) (4,045 ) Other net realized investment gains 7,508 5,155 3,784 Realized investment gains (losses), including other-than- temporary impairment losses $4,088 $(1,738 ) $(261 ) Dividends declared per share $0.70 $0.64 $0.48 See accompanying notes to consolidated financial statements. 61 PRIMERICA, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income Year ended December 31, 2016 2015 2014 (In thousands) Net income $219,414 $189,871 $181,412 Other comprehensive income (loss) before income taxes: Unrealized investment gains (losses): Change in unrealized holding gains (losses) on investment securities 20,500 (65,920 ) 11,228 Reclassification adjustment for realized investment (gains) losses included in net income (3,955 ) 1,596 794 Foreign currency translation adjustments: Change in unrealized foreign currency translation gains (losses) before income tax expense (benefit) 6,689 (41,929 ) (20,527 ) Total other comprehensive income (loss) before income taxes 23,234 (106,253 ) (8,505 ) Income tax expense (benefit) related to items of other comprehensive income (loss) 5,871 (22,961 ) 3,974 Other comprehensive income (loss), net of income taxes 17,363 (83,292 ) (12,479 ) Total comprehensive income $236,777 $106,579 $168,933 See accompanying notes to consolidated financial statements. 62 PRIMERICA, INC. AND SUBSIDIARIES Consolidated Statements of Stockholders’ Equity Year ended December 31, 2016 2015 2014 (In thousands) Common stock: Balance, beginning of period $483 $522 $548 Repurchases of common stock (33 ) (45 ) (31 ) Net issuance of common stock 7 6 5 Balance, end of period 457 483 522 Paid-in capital: Balance, beginning of period 180,250 353,337 472,633 Share-based compensation 26,219 33,544 37,494 Net issuance of common stock (7 ) (6 ) (5 ) Repurchases of common stock (153,994 ) (207,714 ) (154,268 ) Adjustments to paid-in capital, other - 1,089 (2,517 ) Balance, end of period 52,468 180,250 353,337 Retained earnings: Balance, beginning of period 952,804 795,740 640,840 Net income 219,414 189,871 181,412 Dividends (33,367 ) (32,807 ) (26,512 ) Balance, end of period 1,138,851 952,804 795,740 Accumulated other comprehensive income (loss): Balance, beginning of period 12,235 95,527 108,006 Change in foreign currency translation adjustment, net of income tax expense (benefit) 6,608 (41,482 ) (20,293 ) Change in net unrealized investment gains (losses) during the period, net of income taxes: Change in net unrealized investment gains (losses) not-other- than temporarily impaired, net of income tax expense (benefit) 10,745 (42,201 ) 6,929 Change in net unrealized investment losses other-than-temporarily impaired, net of income tax expense (benefit) 10 391 885 Balance, end of period 29,598 12,235 95,527 Total stockholders’ equity $1,221,374 $1,145,772 $1,245,126 See accompanying notes to consolidated financial statements. 63 PRIMERICA, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows Year ended December 31, 2016 2015 2014 (In thousands) Cash flows from operating activities: Net income $219,414 $189,871 $181,412 Adjustments to reconcile net income to cash provided by (used in) operating activities: Change in future policy benefits and other policy liabilities 256,520 242,957 257,908 Deferral of policy acquisition costs (376,879 ) (326,197 ) (289,945 ) Amortization of deferred policy acquisition costs 180,582 157,727 144,378 Deferred tax provision 44,316 38,292 25,757 Change in income taxes 25,341 700 1,090 Realized investment (gains) losses, including other-than-temporary impairments (4,088 ) 1,738 261 Gain from sale of business, net - - (1,578 ) Accretion and amortization of investments (1,411 ) (1,343 ) (4,825 ) Depreciation and amortization 14,595 10,998 12,266 Change in due from reinsurers (72,880 ) (49,966 ) (90,024 ) Change in agent balances, due premiums and other receivables (20,069 ) (11,379 ) (11,047 ) Trading securities sold, matured, or called (acquired), net (2,051 ) 2,308 5,232 Share-based compensation 13,442 14,948 17,982 Change in other operating assets and liabilities, net 15,335 (11,565 ) (11,535 ) Net cash provided by (used in) operating activities 292,167 259,089 237,332 Cash flows from investing activities: Available-for-sale investments sold, matured or called: Fixed-maturity securities — sold 91,666 130,608 109,681 Fixed-maturity securities — matured or called 254,585 247,771 314,589 Equity securities 8,572 4,894 2,351 Available-for-sale investments acquired: Fixed-maturity securities (386,394 ) (433,457 ) (425,904 ) Equity securities (2,683 ) (882 ) (11,878 ) Purchases of property and equipment and other investing activities, net (13,669 ) (7,399 ) (7,484 ) Proceeds from sale of business - - 3,000 Cash collateral received (returned) on loaned securities, net 2,164 21,271 (39,641 ) Sales (purchases) of short-term investments using securities lending collateral, net (2,164 ) (21,271 ) 39,641 Net cash provided by (used in) investing activities (47,923 ) (58,465 ) (15,645 ) Cash flows from financing activities: Dividends paid (33,367 ) (32,807 ) (26,512 ) Common stock repurchased (150,057 ) (200,084 ) (147,922 ) Excess tax benefits on share-based compensation 2,260 5,162 5,804 Tax withholdings on share-based compensation (3,970 ) (7,675 ) (6,377 ) Cash proceeds from stock options exercised - 136 - Payments of deferred financing costs - - (876 ) Net cash provided by (used in) financing activities (185,134 ) (235,268 ) (175,883 ) Effect of foreign exchange rate changes on cash 572 (5,059 ) (2,789 ) Change in cash and cash equivalents 59,682 (39,703 ) 43,015 Cash and cash equivalents, beginning of period 152,294 191,997 148,982 Cash and cash equivalents, end of period $211,976 $152,294 $191,997 Supplemental disclosures of cash flow information: Income taxes paid $45,402 $62,116 $66,077 Interest paid 27,992 32,386 33,058 See accompanying notes to consolidated financial statements. 64 PRIMERICA, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (1) Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies Description of Business. Primerica, Inc. (the "Parent Company"), together with its subsidiaries (collectively, "we", "us" or the "Company"), is a leading distributor of financial products to middle-income households in the United States and Canada. We assist our clients in meeting their needs for term life insurance, which we underwrite, and mutual funds, annuities, managed investments and other financial products, which we distribute primarily on behalf of third parties. Our primary subsidiaries include the following entities: Primerica Financial Services, Inc. ("PFS"), a general agency and marketing company; Primerica Life Insurance Company ("Primerica Life"), our principal life insurance company; Primerica Financial Services (Canada) Ltd., a holding company for our Canadian operations, which includes Primerica Life Insurance Company of Canada ("Primerica Life Canada") and PFSL Investments Canada Ltd. ("PFSL Investments Canada"); and PFS Investments Inc. ("PFS Investments"), an investment products company and broker-dealer. Primerica Life, domiciled in Massachusetts, owns National Benefit Life Insurance Company ("NBLIC"), a New York insurance company. We established Peach Re, Inc. ("Peach Re") and Vidalia Re, Inc. (“Vidalia Re”) as special purpose financial captive insurance companies and wholly owned subsidiaries of Primerica Life. Peach Re and Vidalia Re have each entered into separate coinsurance agreements with Primerica Life whereby Primerica Life has ceded certain level-premium term life insurance policies to Peach Re and Vidalia Re (respectively, the “Peach Re Coinsurance Agreement” and the “Vidalia Re Coinsurance Agreement”). Basis of Presentation. We prepare our financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). These principles are established primarily by the Financial Accounting Standards Board (“FASB”). The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect financial statement balances, revenues and expenses and cash flows, as well as the disclosure of contingent assets and liabilities. Management considers available facts and knowledge of existing circumstances when establishing the estimates included in our financial statements. Use of Estimates. The most significant items that involve a greater degree of accounting estimates and actuarial determinations subject to change in the future are the valuation of investments, deferred policy acquisition costs (“DAC”), liabilities for future policy benefits and unpaid policy claims, and income taxes. Estimates for these and other items are subject to change and are reassessed by management in accordance with U.S. GAAP. Actual results could differ from those estimates. Consolidation. The accompanying consolidated financial statements include the accounts of the Company and those entities required to be consolidated under applicable accounting standards. All material intercompany profits, transactions, and balances among the consolidated entities have been eliminated. Reclassifications. Certain reclassifications have been made to prior-period amounts to conform to current-period reporting classifications. These reclassifications had no impact on net income or total stockholders’ equity. Subsequent Events. The Company has evaluated subsequent events for recognition and disclosure for occurrences and transactions after the date of the consolidated financial statements at December 31, 2016. Foreign Currency Translation. Assets and liabilities of our Canadian subsidiaries are translated into U.S. dollars using year-end exchange rates, and the translation adjustments are reported in other comprehensive income (loss). Revenues and expenses of our Canadian subsidiaries are translated monthly at amounts that approximate weighted-average exchange rates. Investments. Investments are reported on the following bases: •Available-for-sale (“AFS”) fixed-maturity securities, including bonds and redeemable preferred stocks not classified as trading securities, are carried at fair value. When quoted market values are unavailable, we obtain estimates from independent pricing services or estimate fair value based upon a comparison to quoted issues of the same issuer or of other issuers with similar characteristics. •Held-to-maturity fixed-maturity security is carried at amortized cost. •Equity securities, including common and nonredeemable preferred stocks, are classified as AFS and are carried at fair value. When quoted market values are unavailable, we obtain estimates from independent pricing services or estimates fair value based upon a comparison to quoted issues of the same issuer or of other issuers with similar characteristics. •Trading securities, which primarily consist of bonds, are carried at fair value. Changes in fair value of trading securities are included in net investment income in the period in which the change occurred. •Policy loans are carried at unpaid principal balances, which approximate fair value. Investment transactions are recorded on a trade-date basis. We use the specific-identification method to determine the realized gains or losses from securities transactions and report the realized gains or losses in the accompanying consolidated statements of income. 65 Unrealized gains and losses on AFS securities are included as a separate component of other comprehensive income, except for other-than-temporary impairments (“OTTI”) discussed below, in the accompanying consolidated statements of comprehensive income. Investments are reviewed on a quarterly basis for OTTI. Credit risk, interest rate risk, the amount of time the security has been in an unrealized loss position, actions taken by ratings agencies, and other factors are considered in determining whether an unrealized loss is other-than-temporary. OTTI in our accompanying consolidated statements of income reflect the impairment on AFS securities that we intend to sell or would more likely than not be required to sell before the expected recovery of the amortized cost basis. For AFS fixed maturity securities that we have no intent to sell and believe that it is not more likely than not we will be required to sell prior to recovery, only the credit loss component of OTTI is recognized in our accompanying consolidated statements of income, while the remainder is recognized in other comprehensive income in the accompanying consolidated statements of comprehensive income (loss). The credit loss component of OTTI recognized in net income is identified as the amount of principal cash flows not expected to be received over the remaining term of the security. Any subsequent changes (if not an other-than- temporary impairment) in the fair value of AFS securities are recognized in other comprehensive income in the accompanying statements of comprehensive income. Interest income on fixed-maturity securities is recorded when earned by determining the effective yield, which gives consideration to amortization of premiums, accretion of discounts, and any previous OTTI. Dividend income on equity securities is recorded when declared. These amounts are included in net investment income in the accompanying consolidated statements of income. Included within fixed-maturity securities are loan-backed and asset-backed securities. Amortization of the premium or accretion of the discount uses the retrospective method. The effective yield used to determine amortization/accretion is calculated based on actual and historical projected future cash flows and updated quarterly. Embedded conversion options associated with fixed-maturity securities are bifurcated from the fixed-maturity security host contracts and separately recognized as equity securities. The change in fair value of these bifurcated conversion options is recorded in realized gains (losses), including OTTI in the accompanying consolidated statements of income. Cash and Cash Equivalents. Cash and cash equivalents include cash on hand, money market instruments, and all other highly liquid investments purchased with an original or remaining maturity of three months or less at the date of acquisition. Reinsurance. We use reinsurance extensively, utilizing yearly renewable term (“YRT”) and coinsurance agreements. Under YRT agreements, we reinsure only the mortality risk, while under coinsurance, we reinsure a proportionate part of all risks arising under the reinsured policy. Under coinsurance, the reinsurer receives a proportionate part of the premiums, less commission allowances, and is liable for a corresponding part of all benefit payments. All reinsurance contracts in effect for the three-year period ended December 31, 2016 transfer a reasonable possibility of substantial loss to the reinsurer or are accounted for under the deposit method of accounting. Ceded premiums are treated as a reduction to direct premiums and are recognized when due to the assuming company. Ceded claims are treated as a reduction to direct benefits and are recognized when the claim is incurred on a direct basis. Ceded policy reserve changes are also treated as a reduction to benefits and claims expense and are recognized during the applicable financial reporting period. Reinsurance premiums, commissions, expense reimbursements and benefits and reserves related to reinsured long-duration contracts are accounted for over the life of the underlying contracts using assumptions consistent with those used to account for the underlying policies. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liabilities and future policy benefits associated with reinsured policies. Ceded policy reserves and claims liabilities relating to insurance ceded are shown as due from reinsurers on the accompanying consolidated balance sheets. We analyze and monitor the credit-worthiness of each of our reinsurance partners to minimize collection issues. For reinsurance contracts with unauthorized reinsurers, we require collateral such as letters of credit. To the extent we receive ceding allowances to cover policy and claims administration under reinsurance contracts, these allowances are treated as a reduction to insurance commissions and expenses and are recognized when due from the assuming company. To the extent we receive ceding allowances reimbursing commissions that would otherwise be deferred, the amount of commissions deferrable will be reduced. The corresponding DAC balances are reduced on a pro rata basis by the portion of the business reinsured with reinsurance agreements that meet risk transfer provisions. The reduced DAC will result in a corresponding reduction of amortization expense. DAC. We defer incremental direct costs of successful contract acquisitions that result directly from and are essential to the contract transaction(s) and that would not have been incurred had the contract transaction(s) not occurred. These deferred policy acquisition costs mainly include commissions and policy issue expenses. All other acquisition-related costs, including unsuccessful acquisition and renewal efforts, are charged to expense as incurred. Also, administrative costs, rent, depreciation, occupancy, equipment, and all other general overhead costs are considered indirect costs and are charged to expense as incurred. DAC for term life insurance policies is amortized over the initial premium-paying period of the related policies in proportion to premium income. DAC for Canadian segregated funds is amortized over the life of the underlying policies at a constant rate based on 66 the present value of the estimated gross profits expected to be realized over the life of the underlying policies. DAC is subject to recove rability testing annually and when impairment indicators exist. Intangible Assets. Intangible assets are amortized over their estimated useful lives. Any intangible asset that was deemed to have an indefinite useful life is not amortized but is subject to an annual impairment test. An impairment exists if the carrying value of the indefinite-lived intangible asset exceeds its fair value. For the other intangible assets, which are subject to amortization, an impairment is recognized if the carrying amount is not recoverable and exceeds the fair value of the intangible asset. The components of intangible assets were as follows: December 31, 2016 2015 Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount (In thousands) Indefinite-lived intangible asset $45,275 n/a $45,275 $45,275 n/a $45,275 Amortizing intangible asset 84,871 (75,231 ) 9,640 84,871 (71,828 ) 13,043 Total intangible assets $130,146 $(75,231 ) $54,915 $130,146 $(71,828 ) $58,318 We have an indefinite-lived intangible asset related to the 1989 purchase of the right to contract with our sales force. This asset represents the core distribution model of our business, which is our primary competitive advantage to profitably distribute term life insurance and investment and savings products on a significant scale, and as such, is considered to have an indefinite life. This indefinite-lived intangible asset is supported by a significant portion of the discounted cash flows of our future business. We assessed this asset for impairment as of October 1, 2016 and determined that no impairment had occurred. There have been no subsequent events requiring further analysis. We also have an amortizing intangible asset related to a 1995 sales agreement termination payment to Management Financial Services, Inc. This asset is supported by a non-compete agreement with the founder of our business model. We calculate the amortization of this contract buyout on a straight-line basis over 24 years, which represents the life of the non-compete agreement. Intangible asset amortization expense was approximately $3.4 million in 2016, 2015 and 2014. Amortization expense is expected to be approximately $3.4 million annually during the remainder of the amortization period. No events have occurred during 2016, and no factors exist as of December 31, 2016 that would indicate that the net carrying value of our amortizing intangible asset may not be recoverable or will not be used throughout its estimated useful life. Property and Equipment. Property and equipment, which are included in other assets, are stated at cost, less accumulated depreciation. Depreciation is recognized on a straight-line basis over the asset’s estimated useful life, which is estimated as follows: Estimated Useful Life Data processing equipment and software 3 to 7 years Leasehold improvements Lesser of 15 years or remaining life of lease Furniture and other equipment 5 to 15 years Depreciation expense is included in other operating expenses in the accompanying consolidated statements of income. Depreciation expense was $11.2 million, $7.6 million, and $7.0 million for the years ended December 31, 2016, 2015, and 2014, respectively. Property and equipment balances were as follows: December 31, 2016 2015 (In thousands) Data processing equipment and software $57,178 $60,414 Leasehold improvements 13,718 13,947 Other, principally furniture and equipment 23,571 27,065 94,467 101,426 Accumulated depreciation (67,001 ) (72,017 ) Net property and equipment $27,466 $29,409 Separate Accounts. The separate accounts are primarily comprised of contracts issued by the Company through its subsidiary, Primerica Life Canada, pursuant to the Insurance Companies Act (Canada). The Insurance Companies Act authorizes Primerica Life Canada to establish the separate accounts. The separate accounts are represented by individual variable annuity contracts. Purchasers of variable annuity contracts issued by Primerica Life Canada have a direct claim to the benefits of the contract that entitles the holder to units in one or more investment funds (the “Funds”) maintained by Primerica Life Canada. The Funds invest in assets that are held for the benefit of the owners of the contracts. The benefits provided vary in amount depending on the market value of the Funds’ assets. The Funds’ assets are administered by Primerica Life Canada and are held separate and apart from the general assets of the Company. The liabilities reflect the variable insurance annuity contract holders’ interests in variable annuity assets based upon actual investment performance of the 67 respective Funds. Separate account operating results relating to contract holders’ interests are excluded from our consolidated statements of income. Primerica Life Canada’s contract offerings guarantee the maturity value at the date of maturity (or upon death, whichever occurs first) to be equal to 75% of the sum of all contributions made, net of withdrawals, on a first-in first-out basis. Otherwise, the maturity value or death benefit will be the accumulated value of units allocated to the contract at the specified valuation date. The amount of this value is not guaranteed, but will fluctuate with the fair value of the Funds. Policyholder Liabilities. Future policy benefits are accrued over the current and expected renewal periods of the contracts. Liabilities for future policy benefits on traditional life insurance products have been computed using a net level method, including assumptions as to interest rates, mortality, persistency, and other assumptions based on our experience, modified as necessary to reflect anticipated trends and to include provisions for possible adverse deviation. The underlying mortality tables are the Society of Actuaries (“SOA”) 65-70, SOA 75-80, SOA 85-90, and the 91 Bragg, modified to reflect various underwriting classifications and assumptions. Interest rate reserve assumptions at December 31, 2016 and 2015 ranged from approximately 3.5% to 7.0%. For policies issued in 2010 and after, we have been using an increasing interest rate assumption to reflect the historically low interest rate environment. The liability for policy claims and other benefits payable on traditional life insurance products includes estimated unpaid claims that have been reported to us and claims incurred but not yet reported. The future policy benefit reserves we establish are necessarily based on estimates, assumptions and our analysis of historical experience. We do not modify the assumptions used to establish future policy benefit reserves during the policy term unless recoverability testing deems them to be inadequate and there is no remaining DAC associated with the underlying policies. Our results depend significantly upon the extent to which our actual claims experience is consistent with the assumptions we used in determining our future policy benefit reserves and pricing our products. Our future policy benefit reserve assumptions and estimates require significant judgment and, therefore, are inherently uncertain. We cannot determine with precision the ultimate amounts that we will pay for actual claims or the timing of those payments. Other Policyholders’ Funds . Other policyholders’ funds primarily represent claim payments left on deposit with us. Litigation. The Company is involved from time to time in legal disputes, regulatory inquiries and arbitration proceedings in the normal course of business. Contingent litigation- related losses are recognized when probable and can be reasonably estimated. Legal costs, such as attorneys’ fees and other litigation-related expenses that are incurred in connection with resolving litigation are expensed as incurred. These disputes are subject to uncertainties, including indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation. Due to the difficulty of estimating costs of litigation, actual costs may be substantially higher or lower than any amounts reserved. Income Taxes . We are subject to the income tax laws of the United States, its states, municipalities, and certain unincorporated territories, and those of Canada. These tax laws can be complex and subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. In establishing a provision for income tax expense, we must make judgments and interpretations about the applicability of these tax laws. We also must make estimates about the future impact certain items will have on taxable income in the various tax jurisdictions, both domestic and foreign. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to (i) differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and (ii) operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not applicable to the periods in which we expect the temporary difference will reverse. Premium Revenues . Traditional life insurance products consist principally of those products with fixed and guaranteed premiums and benefits, and are primarily related to term products. Premiums are recognized as revenues when due. Commissions and Fees. We receive commission revenues from the sale of various non-life insurance products. Commissions are generally received on sales of mutual funds and annuities. We also receive trail commission revenues from mutual fund and annuity products based on the net asset value of shares sold by us. We, in turn, pay certain commissions to our sales force. Additionally, we receive marketing and support fees from product originators. We also receive management fees based on the average daily net asset value of managed investments and contracts related to separate account assets issued by Primerica Life Canada. We earn recordkeeping fees for administrative functions that we perform on behalf of several of our mutual fund providers and custodial fees for services performed as a non-bank custodian of our clients’ retirement plan accounts. We, in turn, pay a third-party provider for its servicing of certain of these accounts. Commissions and fees are recognized as income during the period in which they are earned. Benefits and Expenses . Benefit and expense items are charged to income in the period in which they are incurred. Both the change in policyholder liabilities, which is included in benefits and claims, and the amortization of deferred policy acquisition costs will vary with policyholder persistency. 68 Share-Based Transactions. For e mployee and director share-based compensation awards, we determine a grant date fair value based on the price of our publicly-traded common stock and recognize the related compensation expense, adjusted for expected forfeitures, in the statement of income on a straight-line basis over the requisite service period for the entire award. For non-employee share-based compensation, we recognize the impact during the period of performance, and the fair value of the award is measured as of the date performance is complete, which is the vesting date. To the extent that a share-based award contains sale restrictions extending beyond the vesting date, we reduce the recognized fair value of the award to reflect the corresponding illiquidity discount. Most non-employee share-based compensation is an incremental direct cost of successful acquisitions or renewals of life insurance policies that result directly from and are essential to the policy acquisition(s) and would not have been incurred had the policy acquisition(s) not occurred. We defer these expenses and amortize the impact in the same manner as all other DAC. Earnings Per Share (“EPS”). The Company has outstanding common stock and equity awards that consist of restricted stock units (“RSUs”), performance-based stock units (“PSUs”), and stock options. The RSUs maintain non-forfeitable dividend rights that result in dividend payment obligations on a one-to-one ratio with common shares for any future dividend declarations. Unvested RSUs are deemed participating securities for purposes of calculating EPS as they maintain dividend rights. See Note 13 (Earnings Per Share) for details related to the calculations of our basic and diluted EPS using the two-class method. New Accounting Principles. In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest — Imputation of Interest (Subtopic 835-30) – Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). Prior to the adoption of ASU 2015-03, debt issuance costs related to a recognized debt liability were presented as a deferred charge, or asset, within the balance sheet. ASU 2015-03 requires the presentation of debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. We adopted ASU 2015-03 during the three months ended March 31, 2016 and the amendments in the update were applied retrospectively, which resulted in the deduction of debt issuance costs of approximately $2.8 million from other assets and a corresponding reduction in the carrying amounts of the notes payable and surplus note of approximately $2.0 million and $0.8 million, respectively, in our consolidated balance sheets as of December 31, 2015. This update had no impact on our results of operations. In March 2016, the FASB issued Accounting Standards Update No 2016-09 (“ASU 2016-09”) Compensation—Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting . ASU 2016-09 intends to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. We anticipate that its most notable impact on the Company’s financial statements will involve the change in accounting for the income tax consequences associated with share-based payment transactions in the income statement. The amendments in ASU 2016-09 require that the tax effect of the difference between the cumulative compensation cost of a share-based award recognized for financial reporting purposes and the deduction of the award for tax purposes (“excess tax benefits or deficiencies”) be recognized as income tax expense or benefit in the income statement. Under current U.S. GAAP, the Company recognizes excess tax benefits or deficiencies as an adjustment to additional paid-in capital in the statement of stockholders’ equity. The amendments in ASU 2016-09 that require a change in the accounting for excess tax benefits and deficiencies in the income statement are effective prospectively, and the Company will adopt the amendments in ASU 2016-09 beginning in the first quarter of 2017. We do not expect the adoption of the amendments in ASU 2016-09 will materially affect our results of operations. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 clarifies the principles for recognizing revenue by establishing the core principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue that is recognized. Insurance contracts are specifically excluded from the scope of ASU 2014-09 and therefore revenue from our insurance product lines will not be affected by the new standard. The amendments in ASU 2014-09, as updated by ASU No. 2015-14, are effective retrospectively for the Company beginning in fiscal year 2018. Early adoption is not permitted. We have performed an initial assessment of the revenue streams in our Investment and Savings Products and Corporate and Other Distributed Products segments, and we currently believe that it will not have a material impact on our consolidated financial statements. However, we will continue to further evaluate all aspects of ASU 2014-09 and analyze our non-insurance revenue streams through the adoption date. In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments—Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 intends to enhance the reporting model for financial instruments and addresses certain aspects of recognition, measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. ASU 2016- 01 also amends certain disclosure requirements associated with the fair value of financial instruments. The amendments in ASU 2016-01 are effective for the Company beginning in fiscal year 2018. The recognition and measurement provisions of ASU 2016-01 will be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption and early adoption is not permitted. We expect its primary impact on the Company will be the recognition of all unrealized gains and losses on AFS equity securities in net income. Currently, all unrealized gains and losses (except for OTTI) on AFS equity securities are recognized in other 69 comprehensive income (loss) . The impact of adopting this standard will be driven by the market value of AFS equity securities as of the effective date of adoption. See Note 4 (Investments) for details of unrealized gains and losses on AFS equity securities held by the Company. In February 2016, FASB issued Accounting Standards Update No. 2016-02 (“ASU 2016-02”), Leases (ASC 842) . ASU 2016-02 intends to enhance transparency and comparability among organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet. The amendments in ASU 2016-02 are effective for the Company beginning in fiscal year 2019, with early adoption permitted. The Company intends to adopt the amendments in ASU 2016-02 beginning in the first quarter of 2019. We expect the primary impact will be the recognition of our operating lease obligations and corresponding right to use assets on our balance sheet, which mainly consist of our executive and home office operations and other real estate leases of office space as well as office equipment. We anticipate that the impact of adopting this standard will result in an increase to assets and liabilities that is generally consistent with our remaining lease obligations as listed in Note 16 “Commitments and Contingent Liabilities” plus any new operating lease commitments agreed to before the effective date. In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (“ASU 2016-13”), Financial Instruments—Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments . ASU 2016-13 introduces new guidance for accounting for credit losses on financial instruments within its scope by replacing the current approach that delays recognition until it is probable a loss has been incurred with a new approach that estimates an allowance for anticipated credit losses on the basis of an entity’s own expectations. The objective of the new approach for estimating credit losses is to require consideration of a broader range of forward-looking information, which is expected to result in earlier recognition of credit losses on financial instruments. AFS debt securities are excluded from the scope of financial instruments that require measurement of credit losses on the basis of a forward-looking expected loss estimate under ASU 2016-13. The incurred probable loss approach for measuring credit losses on AFS debt securities will remain under ASU 2016-13 but will be presented as an allowance rather than as a write-down. Therefore, an entity will be allowed to reverse credit losses previously recorded on AFS debt securities in situations where the estimate of credit losses on those securities has declined. The amendments in ASU 2016-13 also preclude an entity from considering the length of time an AFS debt security has been in an unrealized loss position to avoid recording a credit loss and remove the requirement to consider recoveries or declines in fair value after the balance sheet date. The amendments in ASU 2016-13 are effective for the Company beginning in fiscal year 2020. The Company is currently in the process of evaluating its impact on the Company’s consolidated financial statements. Future Application of Accounting Standards. Recent accounting guidance not discussed is not applicable, is immaterial to our financial statements, or did not or will not have an impact on our business. (2) Discontinued Operations In January 2014, NBLIC sold the assets and liabilities of its short-term statutory disability benefit insurance business (“DBL”) to AmTrust North America, Inc. and its affiliates (the “buyer”). As part of the sale agreement, the buyer assumed all liabilities for DBL insurance policies. In addition, NBLIC transferred the assets held in support of DBL’s insurance liabilities and all other premium-related assets and liabilities to the buyer as of January 1, 2014. The results of DBL’s operations from January 1, 2014 forward were also transferred to the buyer. NBLIC received cash proceeds from the sale of $3.0 million and recognized a pre-tax gain on the sale of approximately $2.4 million, which comprised income from discontinued operations before income taxes in our results of operations for the year ended December 31, 2014. After the sale, we no longer had significant continuing involvement in the operations of DBL, and its direct cash flows have been eliminated from our ongoing operations. As a result, beginning in 2014, the results of operations for DBL have been reported in discontinued operations for all periods presented in the consolidated statements of income. We had no assets or liabilities related to DBL as of December 31, 2016, 2015 and 2014. The results of DBL included in discontinued operations were as follows: Year ended December 31, 2016 2015 2014 (In thousands) Total revenues from discontinued operations $- $- $- Income from discontinued operations before income taxes - - 2,427 Provision for income taxes - - 849 Income from discontinued operations, net income taxes $- $- $1,578 (3) Segment and Geographical Information Segments. We have two primary operating segments — Term Life Insurance and Investment and Savings Products. The Term Life Insurance segment includes underwriting profits on our in-force book of term life insurance policies, net of reinsurance, which are underwritten by our life insurance company subsidiaries. The Investment and Savings Products segment includes retail and managed mutual funds and annuities distributed through licensed broker-dealer subsidiaries and includes segregated funds, an individual annuity savings product that we underwrite in Canada through Primerica Life Canada. In the United States, we distribute mutual fund and annuity products of several third-party companies. We also earn fees for account servicing on a subset of the mutual funds we 70 distribute. In Canada, we offer a Primerica-branded fund-of-funds mutual fund product, as well as mutual funds of well-known mutual fund companies. These two operating segments are managed separately because their products serve different needs — term life insurance income protection versus wealth-building savings products. We also have a Corporate and Other Distributed Products segment, which consists primarily of revenues and expenses related to several discontinued lines of insurance other than our core term life insurance products and the distribution of various other financial products generally underwritten or offered by third-party providers. All of the Company’s net investment income, except for the portion allocated to the Term Life Insurance segment that represents the assumed interest accreted to its U.S. GAAP- measured future policy benefit reserve liability less DAC, is attributed to the Corporate and Other Distributed Products segment. In addition, interest expense incurred by the Company as well as realized gains and losses on our invested asset portfolio are entirely attributed to the Corporate and Other Distributed Products segment. Notable information included in profit or loss by segment was as follows: Year ended December 31, 2016 2015 2014 (In thousands) Revenues: Term life insurance segment $866,382 $763,958 $692,385 Investment and savings products segment 524,621 521,336 511,102 Corporate and other distributed products segment 128,081 118,905 133,609 Total revenues $1,519,084 $1,404,199 $1,337,096 Net investment income: Term life insurance segment $7,634 $5,987 $4,444 Investment and savings products segment - - - Corporate and other distributed products segment 71,391 70,522 82,029 Total net investment income $79,025 $76,509 $86,473 Amortization of DAC: Term life insurance segment $172,812 $147,980 $133,331 Investment and savings products segment 6,148 7,952 8,734 Corporate and other distributed products segment 1,622 1,795 2,313 Total amortization of DAC $180,582 $157,727 $144,378 Non-cash share-based compensation expense: Term life insurance segment $2,652 $5,392 $6,315 Investment and savings products segment 2,179 2,228 2,641 Corporate and other distributed products segment 8,611 7,328 9,026 Total non-cash share-based compensation expense $13,442 $14,948 $17,982 Income (loss) from continuing operations before income taxes: Term life insurance segment $213,361 $173,209 $152,101 Investment and savings products segment 144,356 146,083 146,017 Corporate and other distributed products segment (20,122 ) (28,311 ) (22,396 ) Total income from continuing operations before income taxes $337,595 $290,981 $275,722 Insurance expenses and other operating expenses directly attributable to the Term Life Insurance and the Investment and Savings Products segments are recorded directly to the applicable segment. We allocate certain other revenue and operating expenses that are not directly attributable to a specific operating segment based on the relative sizes of our life-licensed and securities-licensed independent sales forces. These allocated items include fees charged for access to our sales force support applications and costs incurred for field technology, supervision, training and certain miscellaneous costs. We also allocate certain technology and occupancy costs to our operating segments based on estimated usage. Any remaining unallocated revenue and expense items, as well as realized investment gains and losses, are reported in the Corporate and Other Distributed Products segment. We measure income and loss for the segments on an income before income taxes basis. Total assets by segment were as follows: December 31, 2016 December 31, 2015 December 31, 2014 (In thousands) Assets: Term life insurance segment $5,945,502 $5,638,682 $5,471,563 Investment and savings products segment (1) 2,391,512 2,157,548 2,545,372 Corporate and other distributed products segment 3,101,929 2,814,553 2,718,994 Total assets $11,438,943 $10,610,783 $10,735,929 71 (1) The Investment and Savings Products segment includes assets held in separate accounts. Excluding separate accounts, the Investment and Savings Products segment assets were approximately $103.7 million, $93.8 million, and $105.5 million as of December 31, 2016, 2015, and 2014, respectively. Assets specifically related to a segment are held in that segment. All invested assets held by the Company, including the deposit asset recognized in connection with our 10% coinsurance agreement (the “10% Coinsurance Agreement”) and the held-to-maturity security received in connection with the Vidalia Re Coinsurance Agreement, are reported as assets of the Corporate and Other Distributed Products segment. DAC is recognized in a particular segment based on the product to which it relates. Separate account assets supporting the segregated funds product in Canada are held in the Investment and Savings Products segment. Any remaining unallocated assets are reported in the Corporate and Other Distributed Products segment. Geographical Information. Results of continuing operations by country and long-lived assets — primarily tangible assets reported in other assets in our consolidated balance sheets —were as follows: Year ended December 31, 2016 2015 2014 (In thousands) Revenues by country: United States $1,281,580 $1,172,508 $1,094,714 Canada 237,504 231,691 242,382 Total revenues $1,519,084 $1,404,199 $1,337,096 Income from continuing operations before income taxes by country: United States $269,791 $225,920 $203,120 Canada 67,804 65,061 72,602 Total income from continuing operations before income taxes $337,595 $290,981 $275,722 December 31, 2016 December 31, 2015 December 31, 2014 (In thousands) Long-lived assets by country: United States $26,685 $28,621 $25,897 Canada 780 787 566 Total long-lived assets $27,465 $29,408 $26,463 (4) Investments AFS Securities. The period-end cost or amortized cost, gross unrealized gains and losses, and fair value of AFS fixed-maturity and equity securities follow: December 31, 2016 Cost or amortized cost Gross unrealized gains Gross unrealized losses Fair value (In thousands) Securities available-for-sale, carried at fair value: Fixed-maturity securities: U.S. government and agencies $10,148 $350 $(24 ) $10,474 Foreign government 124,274 5,719 (687 ) 129,306 States and political subdivisions 43,950 1,903 (129 ) 45,724 Corporates 1,281,630 49,272 (5,529 ) 1,325,373 Residential mortgage-backed securities 94,708 4,963 (120 ) 99,551 Commercial mortgage-backed securities 107,201 2,712 (470 ) 109,443 Other asset-backed securities 72,772 98 (303 ) 72,567 Total fixed-maturity securities (1) 1,734,683 65,017 (7,262 ) 1,792,438 Equity securities 36,818 8,589 (513 ) 44,894 Total fixed-maturity and equity securities $1,771,501 $73,606 $(7,775 ) $1,837,332 (1) Includes approximately $0.1 million of OTTI losses related to corporates and mortgage- and asset-backed securities recognized in accumulated other comprehensive income. 72 December 31, 2015 Cost or amortized cost Gross unrealized gains Gross unrealized losses Fair value (In thousands) Securities available-for-sale, carried at fair value: Fixed-maturity securities: U.S. government and agencies $20,233 $448 $(22 ) $20,659 Foreign government 114,656 7,082 (1,522 ) 120,216 States and political subdivisions 38,995 2,111 (541 ) 40,565 Corporates 1,276,965 49,008 (24,211 ) 1,301,762 Residential mortgage-backed securities 94,532 6,814 (121 ) 101,225 Commercial mortgage-backed securities 97,666 2,875 (555 ) 99,986 Other asset-backed securities 46,996 129 (79 ) 47,046 Total fixed-maturity securities (1) 1,690,043 68,467 (27,051 ) 1,731,459 Equity securities 39,969 8,252 (382 ) 47,839 Total fixed-maturity and equity securities $1,730,012 $76,719 $(27,433 ) $1,779,298 (1) Includes approximately $0.1 million of OTTI losses related to corporates and mortgage- and asset-backed securities recognized in accumulated other comprehensive income. All of our AFS mortgage- and asset-backed securities represent variable interests in variable interest entities (“VIEs”). We are not the primary beneficiary of these VIEs because we do not have the power to direct the activities that most significantly impact the entities’ economic performance. The maximum exposure to loss as a result of our involvement in these VIEs equals the carrying value of the securities. The scheduled maturity distribution of the AFS fixed-maturity portfolio at December 31, 2016 follows: Amortized cost Fair value (In thousands) Due in one year or less $128,339 $130,743 Due after one year through five years 704,614 737,152 Due after five years through 10 years 576,963 589,600 Due after 10 years 50,086 53,382 1,460,002 1,510,877 Mortgage- and asset-backed securities 274,681 281,561 Total fixed-maturity securities $1,734,683 $1,792,438 Expected maturities may differ from scheduled contractual maturities because issuers of securities may have the right to call or prepay obligations with or without call or prepayment penalties. Unrealized Gains and Losses on Investments. The net effect on stockholders’ equity of unrealized gains and losses on AFS securities was as follows: December 31, 2016 December 31, 2015 (In thousands) Net unrealized investment gains including OTTI: Fixed-maturity and equity securities $65,831 $49,286 OTTI 95 109 Net unrealized investment gains excluding OTTI 65,926 49,395 Deferred income taxes (23,074 ) (17,288 ) Net unrealized investment gains excluding OTTI, net of tax $42,852 $32,107 Trading Securities. We maintain a portfolio mostly of fixed-maturity securities that are classified as trading securities. The carrying values of the fixed-maturity securities classified as trading securities were approximately $7.4 million and $5.4 million as of December 31, 2016 and 2015, respectively. Held-to-maturity Security. Concurrent with the execution of the Vidalia Re Coinsurance Agreement, Vidalia Re entered into a Surplus Note Purchase Agreement (the “Surplus Note Purchase Agreement”) with Hannover Life Reassurance Company of America and certain of its affiliates (collectively, “Hannover Re”) and a newly formed limited liability company (the “LLC”) owned by a third- party service provider. Under the Surplus Note Purchase Agreement, Vidalia Re issued a surplus note (the “Surplus Note”) to the LLC in exchange for a credit enhanced note from the LLC with an equal principal amount (the “LLC Note”). The principal amount of both the LLC Note and the Surplus Note will fluctuate over time to coincide with the amount of reserves contractually supported under the Vidalia Re Coinsurance Agreement. Both the LLC Note and the Surplus Note mature on December 31, 2029 and bear interest at an annual interest rate of 4.50%. The LLC Note is guaranteed by Hannover Re through a credit enhancement feature in exchange for a fee, which is reflected in interest expense on our consolidated statements of income. 73 The LLC is a VIE as its owner does not have an equity investment at risk that is sufficient to permit the LLC to finance its activities without Vidalia Re or Hannover Re. The Parent Company, Primerica Life, and Vidalia Re share the power to direct the activities of the LLC with Hannover Re, but do not have the obligation to absorb losses or the right to receive any residual returns related to the LLC’s primary risks or sources of variability. Through the credit enhancement feature, Hannover Re is the ultimate risk taker in this transaction and bears the obligation to absorb the LLC’s losses in the event of a Surplus Note default in exchange for the fee. Accordingly, the Company is not the prima ry beneficiary of the LLC and does not consolidate the LLC within its consolidated financial statements. The LLC Note is classified as a held-to-maturity debt security in the Company’s invested asset portfolio as we have the positive intent and ability to hold the security until maturity. As of December 31, 2016, the LLC Note, which was rated A+ by Fitch Ratings, had an estimated unrealized holding gain of $9.8 million based on its amortized cost and estimated fair value, which is derived using the valuation techniques described in Note 5 (Fair Value of Financial Instruments). See Note 10 (Debt) for more information on the Surplus Note. Investments on Deposit with Governmental Authorities. As required by law, we have investments on deposit with governmental authorities and banks for the protection of policyholders. The fair values of investments on deposit were $18.2 million and $18.1 million as of December 31, 2016 and 2015, respectively. Securities Lending Transactions. We participate in securities lending transactions with broker-dealers and other financial institutions to increase investment income with minimal risk. We require minimum collateral on securities loaned equal to 102% of the fair value of the loaned securities. We accept collateral in the form of securities, which we are not able to sell or encumber, and to the extent the collateral declines in value below 100%, we require additional collateral from the borrower. Any securities collateral received is not reflected on our consolidated balance sheets. We also accept collateral in the form of cash, all of which we reinvest. For loans involving unrestricted cash collateral, the collateral is reported as an asset with a corresponding liability representing our obligation to return the collateral. We continue to carry the loaned securities as invested assets on our consolidated balance sheets during the terms of the loans, and we do not report them as sales. Cash collateral received and reinvested was approximately $73.6 million and $71.5 million as of December 31, 2016 and 2015, respectively. Investment Income. The components of net investment income were as follows: Year ended December 31, 2016 2015 2014 (In thousands) Fixed-maturity securities (available-for-sale) $74,673 $77,271 $84,687 Fixed-maturity security (held-to-maturity) 18,880 13,048 3,482 Equity securities 2,053 2,059 1,862 Policy loans and other invested assets 1,340 1,368 1,448 Cash and cash equivalents 632 228 247 Total return on deposit asset underlying 10% coinsurance agreement 5,212 482 3,095 Gross investment income 102,790 94,456 94,821 Investment expenses (4,885 ) (4,899 ) (4,866 ) Investment income net of investment expenses 97,905 89,557 89,955 Interest expense on surplus note (18,880 ) (13,048 ) (3,482 ) Net investment income $79,025 $76,509 $86,473 The components of net realized investment gains (losses), as well as details on gross realized investment gains (losses) and proceeds from sales or other redemptions, were as follows: Year ended December 31, 2016 2015 2014 (In thousands) Net realized investment gains (losses): Gross gains from sales $8,126 $5,762 $3,687 Gross losses from sales (751 ) (465 ) (436 ) OTTI losses (3,420 ) (6,893 ) (4,045 ) Gains (losses) from bifurcated options 133 (142 ) 533 Net realized investment gains (losses) $4,088 $(1,738 ) $(261 ) OTTI. We conduct a review each quarter to identify and evaluate impaired investments that have indications of possible OTTI. An investment in a debt or equity security is impaired if its fair value falls below its cost. Factors considered in determining whether an unrealized loss is temporary include the length of time and extent to which fair value has been below cost, the financial condition and near-term prospects for the issue, and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery, which may be maturity for fixed-maturity securities or within a reasonable period of time for equity securities. 74 Our review for OTTI generally entails: •Analysis of individual investments that have fair values less than a pre-defined percentage of amortized cost, including consideration of the length of time the investment has been in an unrealized loss position; •Analysis of corporate fixed-maturity securities by reviewing the issuer’s most recent performance to date, including analyst reviews, analyst outlooks and rating agency information; •Analysis of commercial mortgage-backed securities based on an assessment of performance to date, credit enhancement, risk analytics and outlook, underlying collateral, loss projections, rating agency information and available third-party reviews and analytics; •Analysis of residential mortgage-backed securities based on loss projections provided by models compared to current credit enhancement levels; •Analysis of our other fixed-maturity and equity security investments, as required based on the type of investment; and •Analysis of downward credit migrations that occurred during the quarter. AFS fixed-maturity and equity securities with a cost basis in excess of their fair values were approximately $450.9 million and $626.0 million as of December 31, 2016 and 2015, respectively. The following tables summarize, for all AFS securities in an unrealized loss position, the aggregate fair value and the gross unrealized loss by length of time such securities have continuously been in an unrealized loss position: December 31, 2016 Less than 12 months 12 months or longer Fair value Unrealized losses Number of securities Fair value Unrealized losses Number of securities (Dollars in thousands) Fixed-maturity securities: U.S. government and agencies $3,668 $(24 ) 4 $- $- - Foreign government 34,538 (526 ) 36 3,048 (161 ) 3 States and political subdivisions 8,902 (129 ) 12 - - - Corporates 232,070 (3,484 ) 225 45,471 (2,045 ) 51 Residential mortgage-backed securities 15,232 (92 ) 9 3,606 (28 ) 9 Commercial mortgage-backed securities 33,335 (423 ) 33 7,663 (47 ) 11 Other asset-backed securities 48,275 (260 ) 45 1,315 (43 ) 3 Total fixed-maturity securities 376,020 (4,938 ) 61,103 (2,324 ) Equity securities 4,179 (269 ) 12 1,852 (244 ) 8 Total fixed-maturity and equity securities $380,199 $(5,207 ) $62,955 $(2,568 ) December 31, 2015 Less than 12 months 12 months or longer Fair value Unrealized losses Number of securities Fair value Unrealized losses Number of securities (Dollars in thousands) Fixed-maturity securities: U.S. government and agencies $13,651 $(22 ) 7 $- $- - Foreign government 23,572 (829 ) 20 2,396 (693 ) 3 States and political subdivisions 2,729 (44 ) 6 878 (497 ) 2 Corporates 413,131 (17,481 ) 393 34,624 (6,730 ) 54 Residential mortgage-backed securities 9,681 (61 ) 9 4,762 (60 ) 7 Commercial mortgage-backed securities 56,216 (493 ) 49 3,199 (62 ) 6 Other asset-backed securities 26,611 (77 ) 23 260 (2 ) 2 Total fixed-maturity securities 545,591 (19,007 ) 46,119 (8,044 ) Equity securities 3,652 (287 ) 17 3,209 (95 ) 8 Total fixed-maturity and equity securities $549,243 $(19,294 ) $49,328 $(8,139 ) The amortized cost and fair value of AFS fixed-maturity securities in default were as follows: December 31, 2016 December 31, 2015 Amortized cost Fair value Amortized cost Fair value (In thousands) Fixed-maturity securities in default $5 $125 $138 $262 75 Impairment charges recognized in earnings on AFS securities were as follows: Year ended December 31, 2016 2015 2014 (In thousands) Impairments on fixed-maturity securities not in default $3,257 $5,108 $3,656 Impairments on fixed-maturity securities in default 121 29 - Impairments on equity securities 42 1,756 389 Total impairment charges $3,420 $6,893 $4,045 The securities noted above were considered to be other-than-temporarily impaired due to our intent to sell them; adverse credit events, such as news of an impending filing for bankruptcy; analyses of the issuer’s most recent financial statements or other information in which liquidity deficiencies, significant losses and large declines in capitalization were evident; or analyses of rating agency information for issuances with severe ratings downgrades that indicated a significant increase in the possibility of default. We also recognized impairment losses related to invested assets held at the Parent Company that we intended to sell to fund share repurchases, as well as credit impairments on certain other investments. As of December 31, 2016, the unrealized losses on our AFS invested asset portfolio were largely caused by interest rate sensitivity and changes in credit spreads. We believe that fluctuations caused by movement in interest rate and credit spreads have little bearing on the recoverability of our investments. We do not consider these investments to be other-than-temporarily impaired because we have the ability to hold these investments until maturity or a market price recovery, and we have no present intention to dispose of them. Net impairment losses recognized in earnings were as follows: Year ended December 31, 2016 2015 2014 (In thousands) Total impairment losses related to securities which the Company does not intend to sell or more-likely-than-not will not be required to sell: Total OTTI losses recognized $1,486 $706 $1,579 Less portion of OTTI loss recognized in accumulated other comprehensive income (loss) - - - Net impairment losses recognized in earnings for securities which the Company does not intend to sell or more-likely- than-not will not be required to sell before recovery 1,486 706 1,579 OTTI losses recognized in earnings for securities which the Company intends to sell or more-likely-than-not will be required to sell before recovery 1,934 6,187 2,466 Net impairment losses recognized in earnings $3,420 $6,893 $4,045 The roll-forward of the OTTI recognized in net income for all fixed-maturity securities still held follows: Year ended December 31, 2016 2015 (In thousands) Cumulative OTTI recognized in net income for securities still held, beginning of period $11,856 $9,550 Additions for OTTI securities where no OTTI were recognized prior to the beginning of the period 1,694 2,340 Additions for OTTI securities where OTTI have been recognized prior to the beginning of the period 1,684 2,797 Reductions due to sales, maturities, calls, amortization or increases in cash flows expected to be collected over the remaining life of credit impaired securities (7,114 ) (1,554 ) Reductions for exchanges of securities previously impaired (2,346 ) (1,277 ) Cumulative OTTI recognized in net income for securities still held, end of period $5,774 $11,856 As of December 31, 2016, no impairment losses have been recognized on the LLC Note held-to-maturity security. Derivatives. Embedded conversion options associated with fixed-maturity securities are bifurcated from the fixed-maturity security host contracts and separately recognized as equity securities. The change in fair value of these bifurcated conversion options is reflected in realized investment gains (losses), including OTTI losses. As of December 31, 2016 and 2015, the fair value of these bifurcated options was approximately $4.3 million and $5.4 million, respectively. We have a deferred loss related to closed forward contracts, which were settled several years ago, that were used to mitigate our exposure to foreign currency exchange rates that resulted from the net investment in our Canadian operations. The amount of deferred 76 loss included in accumulated other comprehens ive income was approximately $26.4 million as of December 31, 2016 and 2015. While we have no current intention to do so, these deferred losses will not be recognized until such time as we sell or substantially liquidate our Canadian operations. (5) Fair Value of Financial Instruments Fair value is the price that would be received upon the sale of an asset in an orderly transaction between market participants at the measurement date. Fair value measurements are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. We classify and disclose all invested assets carried at fair value in one of the following three categories: •Level 1. Quoted prices for identical instruments in active markets. Level 1 primarily consists of financial instruments whose value is based on quoted market prices in active markets, such as exchange-traded common stocks and actively traded mutual fund investments; •Level 2. Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 includes those financial instruments that are valued using industry-standard pricing methodologies, models or other valuation methodologies. Various inputs are considered in deriving the fair value of the underlying financial instrument, including interest rate, credit spread, and foreign exchange rates. All significant inputs are observable, or derived from observable information in the marketplace or are supported by observable levels at which transactions are executed in the marketplace. Financial instruments in this category primarily include: certain public and private corporate fixed-maturity and equity securities; government or agency securities; certain mortgage- and asset-backed securities and bifurcated conversion options; and •Level 3. Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Level 3 consists of financial instruments whose fair value is estimated based on industry-standard pricing methodologies and models using significant inputs not based on, nor corroborated by, readily available market information. Valuations for this category primarily consist of non-binding broker quotes. Financial instruments in this category primarily include less liquid fixed-maturity corporate securities, mortgage- and asset-backed securities. As of each reporting period, all assets and liabilities recorded at fair value are classified in their entirety based on the lowest level of input (Level 3 being the lowest) that is significant to the fair value measurement. Significant levels of estimation and judgment are required to determine the fair value of certain of our investments. The factors influencing these estimations and judgments are subject to change in subsequent reporting periods. The estimated fair value and hierarchy classifications for assets and liabilities that are measured at fair value on a recurring basis were as follows: December 31, 2016 Level 1 Level 2 Level 3 Total (In thousands) Fair value assets: Available-for-sale fixed-maturity securities: U.S. government and agencies $- $10,474 $- $10,474 Foreign government - 129,306 - 129,306 States and political subdivisions - 45,724 - 45,724 Corporates 3,113 1,322,257 3 1,325,373 Residential mortgage-backed securities - 98,966 585 99,551 Commercial mortgage-backed securities - 109,443 - 109,443 Other asset-backed securities - 65,075 7,492 72,567 Total available-for-sale fixed-maturity securities 3,113 1,781,245 8,080 1,792,438 Equity securities 39,556 5,256 82 44,894 Trading securities - 7,383 - 7,383 Separate accounts - 2,287,953 - 2,287,953 Total fair value assets $42,669 $4,081,837 $8,162 $4,132,668 Fair value liabilities: Separate accounts $- $2,287,953 $- $2,287,953 Total fair value liabilities $- $2,287,953 $- $2,287,953 77 December 31, 2015 Level 1 Level 2 Level 3 Total (In thousands) Fair value assets: Available-for-sale fixed-maturity securities: U.S. government and agencies $- $20,659 $- $20,659 Foreign government - 120,216 - 120,216 States and political subdivisions - 40,565 - 40,565 Corporates 2,146 1,299,613 3 1,301,762 Residential mortgage-backed securities - 100,493 732 101,225 Commercial mortgage-backed securities - 99,986 - 99,986 Other asset-backed securities - 47,046 - 47,046 Total available-for-sale fixed-maturity securities 2,146 1,728,578 735 1,731,459 Equity securities 41,341 6,450 48 47,839 Trading securities - 5,358 - 5,358 Separate accounts - 2,063,899 - 2,063,899 Total fair value assets $43,487 $3,804,285 $783 $3,848,555 Fair value liabilities: Separate accounts $- $2,063,899 $- $2,063,899 Total fair value liabilities $- $2,063,899 $- $2,063,899 In assessing fair value of our investments, we use a third-party pricing service for approximately 95% of our securities that are measured at fair value on a recurring basis. The remaining securities are primarily thinly traded securities such as private placements and are valued using models based on observable inputs on public corporate spreads having similar characteristics (e.g., sector, average life and quality rating) and liquidity and yield based on quality rating, average life and treasury yields. All observable data inputs are corroborated by independent third-party data. In the absence of sufficient observable inputs, we utilize non-binding broker quotes, which are reflected in our Level 3 classification as we are unable to evaluate the valuation technique(s) or significant inputs used to develop the quotes. Therefore, we do not internally develop the quantitative unobservable inputs used in measuring the fair value of Level 3 investments. However, we do corroborate pricing information provided by our third-party pricing servicing by performing a review of selected securities. Our review activities include obtaining detailed information about the assumptions, inputs and methodologies used in pricing the security; documenting this information; and corroborating it by comparison to independently obtained prices and or independently developed pricing methodologies. Furthermore, we perform internal reasonableness assessments on fair value determinations within our portfolio throughout the quarter and at quarter-end, including pricing variance analyses and comparisons to alternative pricing sources and benchmark returns. If a fair value appears unusual relative to these assessments, we will re-examine the inputs and may challenge a fair value assessment made by the pricing service. If there is a known pricing error, we will request a reassessment by the pricing service. If the pricing service is unable to perform the reassessment on a timely basis, we will determine the appropriate price by requesting a reassessment from an alternative pricing service or other qualified source as necessary. We do not adjust quotes or prices except in a rare circumstance to resolve a known error. Because many fixed-maturity securities do not trade on a daily basis, third-party pricing services generally determine fair value using industry-standard methodologies, which vary by asset class. For corporate, government, and agency securities, these methodologies include developing prices by incorporating available market information such as U.S. Treasury curves, benchmarking of similar securities including new issues, sector groupings, quotes from market participants and matrix pricing. Observable information is compiled and integrates relevant credit information, perceived market movements and sector news. Additionally, security prices are periodically back-tested to validate and/or refine models as conditions warrant. Market indicators and industry and economic events are also monitored as triggers to obtain additional data. For certain structured securities (such as mortgage-and assets-backed securities) with limited trading activity, third-party pricing services generally use industry-standard pricing methodologies that incorporate market information, such as index prices or discounting expected future cash flows based on underlying collateral, and quotes from market participants, to estimate fair value. If these measures are not deemed observable for a particular security, the security will be classified as Level 3 in the fair value hierarchy. Where specific market information is unavailable for certain securities, pricing models produce estimates of fair value primarily using Level 2 inputs along with certain Level 3 inputs. These models include matrix pricing. The pricing matrix uses current treasury rates and credit spreads received from third-party sources to estimate fair value. The credit spreads incorporate the issuer’s industry- or issuer-specific credit characteristics and the security’s time to maturity, if warranted. Remaining unpriced securities are valued using an estimate of fair value based on indicative market prices that include significant unobservable inputs not based on, nor corroborated by, market information, including the utilization of non-binding broker quotes. 78 The roll-forward of the Level 3 assets measured at fair value on a recurring basis was as follows: Year ended December 31, 2016 2015 (In thousands) Level 3 assets, beginning of period $783 $1,165 Net unrealized gains (losses) included in other comprehensive income (23 ) (26 ) Realized gains (losses) and accretion (amortization) recognized in earnings, including OTTI 7 4 Purchases (1) 7,556 - Settlements (161 ) (168 ) Transfers into Level 3 1 - Transfers out of Level 3 - (192 ) Level 3 assets, end of period $8,162 $783 (1)During the year ended December 31, 2016, purchases of Level 3 assets primarily consisted of newly-issued fixed-maturity securities in the fourth quarter for which observable inputs, most notably quoted prices, used to derive valuations are not yet readily available. We obtain independent pricing quotes based on observable inputs as of the end of the reporting period for all securities in Level 2. Those inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, market bids/offers, quoted prices for similar instruments in markets that are not active, and other relevant data. We monitor these inputs for market indicators as well as industry and economic events. We recognize transfers into new levels and out of previous levels as of the end of the reporting period, including interim reporting periods, as applicable. There were no material transfers between Level 1 and Level 2 or between Level 1 and Level 3 during the year ended December 31, 2016. We transferred a $1.0 million security from Level 1 to Level 2 during the year ended December 31, 2015 as it was not consistently trading in an active market. There were no material transfers between Level 1 and Level 3 during the year ended December 31, 2015. Invested assets included in the transfer from Level 3 to Level 2 primarily were fixed-maturity investments for which we were able to obtain independent pricing quotes based on observable inputs. The carrying values and estimated fair values of our financial instruments were as follows: December 31, 2016 December 31, 2015 Carrying value Estimated fair value Carrying value Estimated fair value (In thousands) Assets: Fixed-maturity securities (available-for-sale) $1,792,438 $1,792,438 $1,731,459 $1,731,459 Fixed-maturity security (held-to-maturity) 503,230 513,015 365,220 371,742 Equity securities 44,894 44,894 47,839 47,839 Trading securities 7,383 7,383 5,358 5,358 Policy loans 30,916 30,916 28,627 28,627 Deposit asset underlying 10% coinsurance agreement 202,435 202,435 181,889 181,889 Separate accounts 2,287,953 2,287,953 2,063,899 2,063,899 Liabilities: Notes payable (1) $372,919 $401,340 $372,552 $398,649 Surplus note (1) 502,491 512,669 364,424 371,498 Separate accounts 2,287,953 2,287,953 2,063,899 2,063,899 (1)Carrying value amounts shown are net of issuance costs. The fair values of financial instruments presented above are estimates of the fair values at a specific point in time using various sources and methods, including market quotations and a complex matrix system that takes into account issuer sector, quality, and spreads in the current marketplace. Recurring fair value measurements. Estimated fair values of investments in AFS fixed-maturity securities are principally a function of current spreads and interest rates that are corroborated by independent third-party data. Therefore, the fair values presented are indicative of amounts we could realize or settle at the respective balance sheet date. We do not necessarily intend to dispose of or liquidate such instruments prior to maturity. Trading securities, which primarily consist of fixed-maturity securities, are carried at fair value. Equity securities, including common and nonredeemable preferred stocks, are carried at fair value. Segregated funds in separate accounts are carried at the underlying value of the variable insurance contracts, which is fair value. Nonrecurring fair value measurements. The estimated fair value of the held-to-maturity fixed-maturity security, which is classified as a Level 3 fair value measurement, is derived using the credit spread on similarly rated debt securities and the hypothetical spread of the security’s credit enhancement feature. Policy loans, which are categorized as Level 3 fair value measurements, are carried at the unpaid principal balances. The fair value of policy loans approximate the unpaid principal balances as the timing of repayment is uncertain and the loans are collateralized by the amount of the policy. The deposit asset underlying the 10% Coinsurance Agreement represents the value of the assets necessary to back the economic reserves held in support of the reinsurance agreement. The carrying 79 value of this deposit asset approximates fair value, which is categorized as Level 3 in the fair value hierarchy. Notes payable represent our publicly-traded senior notes and are valued as a Level 2 fair value measurement using the quoted market price for our notes. The estimated fair value of the Surplus Note is derived by using an ass umed credit spread we would expect if Vidalia Re was a credit-rated entity and the hypothetical spread of the Surplus Note’s subordinated structure. The Surplus Note is classified as a Level 3 fair value measurement. The carrying amounts for cash and cash equivalents, receivables, accrued investment income, accounts payable, cash collateral and payables for security transactions approximate their fair values due to the short-term nature of these instruments. Consequently, such instruments are not included in the above table. (6) Reinsurance We use reinsurance extensively, which has a significant effect on our results of operations. Reinsurance arrangements do not relieve us of our primary obligation to the policyholder. Our reinsurance contracts typically do not have a fixed term. In general, the reinsurers’ ability to terminate coverage for existing cessions is limited to such circumstances as material breach of contract or nonpayment of premiums by the ceding company. Our reinsurance contracts generally contain provisions intended to provide the ceding company with the ability to cede future business on a basis consistent with historical terms. However, either party may terminate any of the contracts with respect to the future business upon appropriate notice to the other party. Generally, the reinsurance contracts do not limit the overall amount of the loss that can be incurred by the reinsurer. Our policy is to limit the amount of life insurance retained on the life of any one person to $1 million. To limit our exposure with any one reinsurer, we monitor the concentration of credit risk we have with our reinsurance counterparties, as well as their financial condition. No credit losses related to our reinsurance counterparties have been experienced by the Company during the three-year period ended December 31, 2016. Due from reinsurers represents ceded policy reserve balances and ceded claim liabilities. The amounts of ceded claim liabilities included in due from reinsurers that we paid and which are recoverable from those reinsurers were $30.0 million and $25.5 million as of December 31, 2016 and 2015, respectively. Benefits and claims ceded to reinsurers for 2016, 2015, and 2014 were $1,205.6 million, $1,178.6 million, and $1,191.9 million, respectively. In connection with our corporate reorganization that included an initial public offering (“IPO”) of our common stock by Citigroup, Inc. (“Citigroup”), Primerica Life, Primerica Life Canada and NBLIC entered into significant coinsurance transactions (the “IPO coinsurance agreements”) on March 30, 2010 with three insurance companies then affiliated with Citigroup (collectively, the “IPO coinsurers”). Under the IPO coinsurance agreements, we ceded between 80% and 90% of the risks and rewards of our term life insurance policies in force at year-end 2009. Because these agreements were part of a business reorganization among entities under common control, they did not generate any deferred gain or loss upon their execution. Concurrent with signing these agreements, we transferred the corresponding account balances in respect of the coinsured policies along with the assets to support the statutory liabilities assumed by the IPO coinsurers. Each of the account balances transferred were at book value with no gain or loss recorded in net income. Three of the IPO coinsurance agreements satisfy U.S. GAAP risk transfer rules. Under these agreements, we ceded between 80% and 90% of our term life future policy benefit reserves, and we transferred a corresponding amount of assets to the IPO coinsurers. These transactions did not impact our future policy benefit reserves. As such, we have recorded an asset for the same amount of risk transferred in due from reinsurers. We also reduced DAC by a corresponding amount, which reduces future amortization expenses. In addition, we are transferring between 80% and 90% of all future premiums and benefits and claims associated with these policies to the corresponding reinsurance entities. We receive ongoing ceding allowances, which are reflected as a reduction to insurance expenses, to cover policy and claims administration expenses as well as certain corporate overhead charges under each of these reinsurance contracts. The largest of the IPO coinsurance agreements is a coinsurance agreement originally between Primerica Life and Prime Reinsurance Company (“Prime Re”), an affiliate of Citigroup, where we ceded to Prime Re 80% of our U.S. (except New York) term life insurance business in force at year-end 2009 (the “80% U.S. Coinsurance Agreement”). Beginning on January 1, 2016, Pecan Re Inc. (“Pecan Re”), an insurance company owned by Swiss Re Life & Health America Inc. (“Swiss Re”), assumed Prime Re’s obligations under the 80% U.S. Coinsurance Agreement through a novation agreement (the “Swiss Re Novation Agreement”). In addition, the counterparties to the related trust and capital maintenance agreements that provide Primerica Life with statutory reinsurance credit for the 80% U.S. Coinsurance Agreement were replaced by Pecan Re and Swiss Re, respectively. No material terms and conditions of the 80% U.S. Coinsurance Agreement and the related trust and capital maintenance agreements were modified. We have also ceded 80% of our Canadian term life insurance business in force at year-end 2009 in an IPO coinsurance agreement (the “80% Canada Coinsurance Agreement”) originally between Primerica Life Canada and Financial Reassurance Company 2010, Ltd. (“FRAC”). On September 23, 2016, Munich American Reassurance Company acquired FRAC from Citigroup. As part of this transaction, Munich Re of Malta, an insurance company owned by Munich American Reassurance Company, ultimately assumed FRAC’s obligations under the 80% Canada Coinsurance Agreement through a novation agreement (the “Munich Re Novation Agreement”). No material terms and conditions of the 80% Canada Coinsurance Agreement were modified. 80 In a fourth IPO coinsurance agreement, the 10% Coinsurance Agreement, we have ceded to Prime Re 10 % of our U.S. (except New York) term life insurance business in force at year-end 2009 subject to an experience refund provision. As the 10% Coinsurance Agreement includes an experience refund provision, it does not satisfy U.S. GAAP risk transfer rules. A s a result, we have accounted for this contract using deposit method accounting and have recognized a deposit asset in other assets on our consolidated balance sheets for assets backing the economic reserves. The deposit asset held in support of this agree ment was $202.4 million and $181.9 million at December 31, 2016 and 2015, respectively. We make contributions to the deposit asset during the life of the agreement to fulfill our responsibility of funding the economic reserve. The market return on the depo sit asset is reflected in net investment income during the life of the agreement. Prime Re is responsible for ensuring that there are sufficient assets to meet all statutory requirements. In exchange for our consent to the Swiss Re Novation Agreement discu ssed above, the finance charge on the statutory reserves in excess of economic reserves funded by Prime Re in support of the 10% Coinsurance Agreement was reduced from 3.0% to 2.0% beginning on July 1, 2015 and then from 2.0% to 0.5% beginning on January 1 , 2016. This finance charge is reflected in interest expense in our consolidated statements of income. The following table represents the Company’s in-force life insurance at December 31, 2016 and 2015: December 31, 2016 December 31, 2015 (Dollars in thousands) Direct life insurance in force $731,822,070 $696,939,187 Amounts ceded to other companies (643,364,460 ) (616,255,740 ) Net life insurance in force $88,457,610 $80,683,447 Percentage of reinsured life insurance in force 88 % 88 % Due from reinsurers includes ceded reserve balances and ceded claim liabilities. Reinsurance receivable and financial strength ratings by reinsurer were as follows: December 31, 2016 December 31, 2015 Reinsurance receivable A.M. Best rating Reinsurance receivable A.M. Best rating (In thousands) Pecan Re Inc. (1) (2) $2,754,424 NR $- - Prime Reinsurance Company (2) - - 2,692,721 NR SCOR Global Life Reinsurance Companies (3) 355,759 A 362,195 A Munich Re of Malta (2) (5) 282,382 NR - - Financial Reassurance Company 2010, Ltd. (2) - - 270,306 NR Swiss Re Life & Health America Inc. (4) 249,299 A+ 254,461 A+ American Health and Life Insurance Company 176,010 B 176,790 B Munich American Reassurance Company 106,471 A+ 101,466 A+ Korean Reinsurance Company 96,921 A 91,605 A RGA Reinsurance Company 84,473 A+ 81,217 A+ TOA Reinsurance Company 23,977 A+ 22,242 A+ Hannover Life Reassurance Company 22,929 A+ 20,650 A+ All other reinsurers 40,917 - 36,975 - Due from reinsurers $4,193,562 $4,110,628 NR – not rated (1) Pecan Re Inc. is a wholly owned subsidiary of Swiss Re Life & Health America Inc. (2)Includes balances ceded under coinsurance transactions of term life insurance policies that were in force as of December 31, 2009. Amounts shown are net of their share of the reinsurance receivable from other reinsurers. (3) Includes amounts ceded to Transamerica Reinsurance Companies and fully retroceded to SCOR Global Life Reinsurance Companies. (4)Includes amounts ceded to Lincoln National Life Insurance and fully retroceded to Swiss Re Life & Health America Inc. (5) This entity, which is rated AA- by S&P, ultimately assumed FRAC's obligations under the 80% Canada Coinsurance Agreement as a result of the Munich Re Novation Agreement. Certain reinsurers with which we do business receive group ratings. Individually, those reinsurers are SCOR Global Life Americas Reinsurance Company, SCOR Global Life U.S.A. Reinsurance Company, SCOR Global Life Re Insurance Company of Delaware, and SCOR Global Life of Canada. The IPO coinsurance agreements include provisions to ensure that Primerica Life, Primerica Life Canada and NBLIC receive full regulatory credit for the reinsurance treaties. Under these agreements, the ceded business can be recaptured with no fee in the event the IPO reinsurers do not comply with the various safeguard provisions in their respective IPO coinsurance agreements. Pecan Re also has entered into a capital maintenance agreement requiring Swiss Re to provide additional funding, if needed, at any point during the term of the agreement up to the maximum as described in the capital maintenance agreement. 81 (7) Deferred Policy Acquisition Costs We defer incremental direct costs of successful contract acquisitions that result directly from and are essential to the contract transaction(s) and that would not have been incurred had the contract transaction(s) not occurred. The amortization of DAC requires us to make certain assumptions regarding persistency, expenses, interest rates and claims. For DAC associated with term life insurance policies, these assumptions may not be modified, or unlocked, unless recoverability testing deems them to be inadequate. We update assumptions for new business to reflect the most recent experience. For DAC associated with Canadian segregated funds, the assumptions used in determining amortization expense are evaluated regularly and are updated if actual experience or other evidence suggests revisions to earlier estimates are appropriate. DAC amortization for term life insurance policies is affected by differences between the original assumptions used for persistency, expenses, interest rates and claims and actual results and are recognized in the period in which the change occurs. For policies underlying the Canadian segregated funds, gross profits and the resulting DAC amortization will vary with actual fund returns, redemptions and expenses. Due to the inherent uncertainties in making assumptions about future events, materially different experience from expected results could result in a material increase or decrease of DAC amortization in a particular period. In determining DAC amortization expense for term life insurance policies, we use interest rates available at the time a policy is issued. For policies issued in 2010 and after, we have been using an increasing interest rate assumption based on the historically low interest rate environment. Interest rate assumptions at December 31, 2016 and 2015 ranged from 3.5% to 7.0%. DAC is subject to recoverability testing annually and when impairment indicators exist. The recoverability of DAC is dependent on the future profitability of the related policies, which, in turn, is dependent principally upon mortality, persistency, investment returns, and the expense of administering the business, as well as upon certain economic variables, such as inflation. The balances and activity in DAC were as follows: Year ended December 31, 2016 2015 2014 (In thousands) DAC balance, beginning of period $1,500,259 $1,351,180 $1,208,466 Capitalization 387,396 339,639 303,543 Amortization (180,582 ) (157,727 ) (144,378 ) Foreign exchange translation and other 5,992 (32,833 ) (16,451 ) DAC balance, end of period $1,713,065 $1,500,259 $1,351,180 (8) Separate Accounts The Funds primarily consist of a series of branded investment funds known as the Asset Builder Funds, a registered retirement fund known as the Strategic Retirement Income Fund (“SRIF”), and a money market fund known as the Cash Management Fund. The principal investment objective of the Asset Builder Funds is to achieve long- term growth while preserving capital. The principal objective of the SRIF is to provide a stream of investment income during retirement plus the opportunity for modest capital appreciation. The Asset Builder Funds and the SRIF use diversified portfolios of publicly-traded Canadian stocks, investment-grade corporate bonds, Government of Canada bonds, and foreign equity investments to achieve their objectives. The Cash Management Fund invests in government guaranteed short-term bonds and short- term commercial and bank papers, with the principal investment objective being the provision of interest income while maintaining liquidity and preserving capital. Under these contract offerings, benefit payments to contract holders or their designated beneficiaries are only due upon death of the annuitant or upon reaching a specific maturity date. Benefit payments are based on the value of the contract holder’s units in the portfolio at the payment date, but are guaranteed to be no less than 75% of the contract holder’s contribution, adjusted for withdrawals. Account values are not guaranteed for withdrawn units if contract holders make withdrawals prior to the maturity dates. Maturity dates for contracts investing in the Asset Builder Funds and Cash Management Fund vary by contract and range from 10 years from the contract issuance date to December 31, 2070. Contracts investing in the SRIF mature when the policyholder reaches age 100, which is a minimum of 20 years after issue. The SRIF is designed to provide periodic retirement income payments and as such, regular withdrawals, subject to legislated minimums, are anticipated. The cumulative effects of the periodic withdrawals are expected to substantially reduce both account and minimum guaranteed values prior to maturity. Both the asset and the liability for the separate accounts reflect the net value of the underlying assets in the portfolio as of the reporting date. Primerica Life Canada’s exposure to losses under the guarantee at the time of account maturity is limited to contract holder accounts that have declined in value more than 25%, adjusted for withdrawals, since the contribution date prior to maturity. Because maturity dates are of a long-term nature, the likelihood guarantee payments are required at any given point is very small. Additionally, the portfolios consist of a very large number of individual contracts, further spreading the risk related to the guarantee being exercised upon death. The length of the contract terms provides significant opportunity for the underlying portfolios to recover any short-term losses prior to maturities or deaths of the contract holders. Furthermore, the funds’ investment allocations are aligned with the maturity risks of the related contracts and include investments in Government Strip Bonds and floating-rate notes. 82 We periodically assess the exposure related to these contracts to determine whether any additio nal liability should be recorded. As of December 31, 2016 and 2015, an additional liability for these contracts was deemed to be unnecessary. The following table represents the fair value of assets supporting separate accounts by major investment category: Year ended December 31, 2016 2015 (In thousands) Fixed-income securities $999,435 $932,934 Equity securities 1,264,270 1,109,610 Cash and cash equivalents 30,064 24,003 Due to/from funds (5,941 ) (2,817 ) Other 125 169 Total separate accounts assets $2,287,953 $2,063,899 (9) Insurance Reserves Changes in policy claims and other benefits payable were as follows: Year ended December 31, 2016 2015 2014 (In thousands) Policy claims and other benefits payable, beginning of period $238,157 $245,829 $238,750 Less reinsured policy claims and other benefits payable 263,003 264,049 248,185 Net balance, beginning of period (24,846 ) (18,220 ) (9,435 ) Incurred related to current year 143,518 138,139 129,869 Incurred related to prior years (522 ) 212 674 Total incurred 142,996 138,351 130,543 Claims paid related to current year, net of reinsured policy claims received (203,015 ) (167,621 ) (155,357 ) Reinsured policy claims received related to prior years, net of claims paid 29,546 23,661 21,881 Total paid (173,469 ) (143,960 ) (133,476 ) Sale of DBL - - (5,047 ) Foreign currency translation 260 (1,017 ) (805 ) Net balance, end of period (55,059 ) (24,846 ) (18,220 ) Add reinsured policy claims and other benefits payable 323,195 263,003 264,049 Balance, end of period $268,136 $238,157 $245,829 See Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) for details regarding the accounting for policyholder liabilities. (10) Debt Notes Payable. Notes payable consisted of the following: December 31, 2016 December 31, 2015 (Dollars in thousands) 4.75% Senior Notes, due July 15, 2022 $375,000 $375,000 Unamortized issuance discount on notes payable (359 ) (415 ) Total notes payable $374,641 $374,585 At December 31, 2016, we had $375.0 million in principal amount of publicly-traded, senior unsecured notes (the “Senior Notes”). The Senior Notes were issued in 2012 at a price of 99.843% of the principal amount with an annual interest rate of 4.75%, payable semi-annually in arrears on January 15 and July 15, and are scheduled to mature on July 15, 2022. We were in compliance with the covenants of the Senior Notes at December 31, 2016. No events of default occurred on the Senior Notes during the year ended December 31, 2016. As unsecured senior obligations, the Senior Notes rank equally in right of payment with all existing and future unsubordinated indebtedness and senior to all existing and future subordinated indebtedness of the Parent Company. The Senior Notes are structurally subordinated in right of payment to all existing and future liabilities of our subsidiaries. In addition, the Senior Notes contain covenants that restrict our ability to, among other things, create or incur any indebtedness that is secured by a lien on the capital stock of certain of our subsidiaries, and merge, consolidate or sell all or substantially all of our properties and assets. 83 Surplus Note. As of December 31, 2016 , the principal amount outstanding on the Surplus Note issued by Vidalia Re was approximately $503.2 million, equal to the principal amount of the LLC Note invested asset. The Surplus Note was issued in exchange for the LLC Note, which supports cer tain obligations of Vidalia Re for a portion of the statutory accounting-based reserves (commonly referred to as Regulation XXX reserves) related to the Vidalia Re Coinsurance Agreement. The principal amount of the Surplus Note and the LLC Note will fluctu ate over time to coincide with the amount of reserves contractually supported. Both the LLC Note and the Surplus Note mature on December 31, 2029 and bear interest at an annual interest rate of 4.50%. Based on the estimated reserves for ceded policies issu ed in 2011, 2012, 2013, and 2014, the maximum principal amounts of the Surplus Note and the LLC Note are expected to be approximately $915.0 million each. This financing arrangement is non-recourse to the Parent Company and Primerica Life, meaning that nei ther of these companies has guaranteed the Surplus Note or is otherwise liable for reimbursement for any payments triggered by the credit enhancement feature underlying the LLC Note. The Parent Company has agreed to support Vidalia Re’s obligation to pay t he credit enhancement fee incurred on the LLC Note. See Note 4 (Investments) for more information on the LLC Note. (11) Income Taxes Income tax expense (benefit) from continuing operations consists of the following: Current Deferred Total (In thousands) Year ended December 31, 2016 Federal $47,980 $50,758 $98,738 Foreign 23,102 (4,710 ) 18,392 State and local 2,783 (1,732 ) 1,051 Total tax expense $73,865 $44,316 $118,181 Year ended December 31, 2015 Federal $46,175 $36,723 $82,898 Foreign 14,600 3,161 17,761 State and local 2,043 (1,592 ) 451 Total tax expense $62,818 $38,292 $101,110 Year ended December 31, 2014 Federal $44,356 $31,590 $75,946 Foreign 24,403 (4,826 ) 19,577 State and local 1,372 (1,007 ) 365 Total tax expense $70,131 $25,757 $95,888 Total income tax expense from continuing operations is different from the amount determined by multiplying income from continuing operations before income taxes by the statutory federal tax rate of 35%. The reconciliation for such difference follows: Year ended December 31, 2016 2015 2014 Amount Percentage Amount Percentage Amount Percentage (Dollars in thousands) Computed tax expense $118,450 35.0 % $101,843 35.0 % $96,503 35.0 % Difference between foreign statutory rate and U.S. statutory rate (5,665 ) (1.7 )% (5,531 ) (1.9 )% (6,271 ) (2.3 )% Residual U.S. income taxes on foreign earnings not permanently reinvested 3,855 1.1 % 3,810 1.3 % 3,067 1.1 % Other 1,541 0.6 % 988 0.3 % 2,589 1.0 % Total tax expense / effective rate $118,181 35.0 % $101,110 34.7 % $95,888 34.8 % 84 The main components of deferred income tax assets and liabilities were as follows: December 31, 2016 2015 (In thousands) Deferred tax assets: Future policy benefit reserves and unpaid policy claims $223,845 $210,164 Intangibles and tax goodwill 36,261 39,977 Future deductible liabilities 19,831 17,741 Share-based compensation 15,592 15,698 Other 11,528 8,962 Total deferred tax assets $307,057 $292,542 Deferred tax liabilities: Deferred policy acquisition costs $(366,144 ) $(319,250 ) Investments (16,769 ) (6,893 ) Unremitted earnings on foreign subsidiaries (2,700 ) (2,297 ) Reinsurance deposit asset (70,852 ) (63,661 ) Other (11,864 ) (11,978 ) Total deferred tax liabilities (468,329 ) (404,079 ) Net deferred tax liabilities $(161,272 ) $(111,537 ) The majority of total deferred tax assets are attributable to future policy benefit reserves and unpaid policy claims, which represents the difference between the financial statement carrying value and tax basis for liabilities related to future policy benefits. The tax basis for future policy benefit reserves and unpaid policy claims is actuarially determined in accordance with guidelines set forth in the Internal Revenue Code. The majority of total deferred tax liabilities are attributable to DAC, which represents the difference between the policy acquisition costs capitalized for U.S. GAAP purposes and those capitalized for tax purposes, as well as the difference in the resulting amortization methods. The Company has state net operating losses resulting in a deferred tax asset of approximately $10.6 million, which are available for use through 2034. The Company has no other material net operating loss or credit carryforwards. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, carryback and carryforward periods, and tax planning strategies in making this assessment. Management believes that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets. Therefore, there was no deferred tax asset valuation allowance at December 31, 2016 or 2015. The Company has direct ownership of a group of controlled foreign corporations in Canada. We have asserted a position of permanent reinvestment for the difference in share basis and certain operational earnings. Such operational earnings if not permanently reinvested would have generated a deferred tax liability of approximately $11.0 million as of December 31, 2016. For those operational earnings for which we have not made a permanent reinvestment assertion, we have established a deferred tax liability to account for the tax liability that will occur upon repatriation of such earnings. As of December 31, 2016, we had approximately $28.0 million in Canadian operational earnings available to be repatriated to the U.S. for which we have not made a permanent reinvestment assertion. The total amount of unrecognized benefits on uncertain tax positions that, if recognized, would affect our effective tax rate was approximately $11.7 million and $9.3 million as of December 31, 2016 and 2015, respectively. We recognize interest expense related to unrecognized tax benefits in tax expense net of federal income tax. As of December 31, 2016 and 2015, the total amount of accrued interest and penalties in the consolidated balance sheets was approximately $2.1 million and $2.0 million, respectively. Additionally, we recognized interest related to unrecognized tax benefits in the consolidated statements of income of less than $0.2 million of expense in 2016, 2015, and 2014. A reconciliation of the change in the unrecognized income tax benefit for the years ended December 31, 2016 and 2015 is as follows: December 31, 2016 2015 (In thousands) Unrecognized tax benefits, beginning of period $13,939 $16,014 Change in prior period unrecognized tax benefits 8 (146 ) Change in current period unrecognized tax benefits 2,840 2,191 Reductions as a result of a lapse in statute of limitations (1,976 ) (4,120 ) Unrecognized tax benefits, end of period $14,811 $13,939 We have no penalties included in calculating our provision for income taxes. There is no significant change that is reasonably possible to occur within twelve months of the reporting date. 85 In connection with our corporate reorganization, we entered into a tax separation agreement with Citigroup, whereby Citigroup agreed to indemnify the Company against any consolidated, combined, affiliated, unitary or similar federal, state or local income tax liability related to any taxable period ending on or before April 2010. As of December 31, 2016, the Company had a Citigroup tax indemnification asset of $0.7 million. The major tax jurisdictions in which we operate are the United States and Canada. We are currently open to tax audit by the Internal Revenue Service for the year ended December 31, 2010 and for the years ended December 31, 2013 and thereafter for federal income tax purposes. We are currently open to audit in Canada for tax years ended December 31, 2012 and thereafter for federal and provincial income tax purposes. For those periods prior to the IPO, we are fully indemnified by Citigroup. (12) Stockholders’ Equity A reconciliation of the number of shares of our common stock follows: Year ended December 31, 2016 2015 2014 (In thousands) Common stock, beginning of period 48,297 52,169 54,834 Shares issued for stock options exercised 148 89 4 Shares of common stock issued upon lapse of RSUs 516 574 502 Common stock retired (3,240 ) (4,535 ) (3,171 ) Common stock, end of period 45,721 48,297 52,169 The above reconciliation excludes RSUs and PSUs, which do not have voting rights. As sales restrictions on RSUs lapse and PSUs are earned, we issue common shares with voting rights. As of December 31, 2016, we had a total of approximately 1.1 million RSUs and 18 thousand PSUs outstanding. On August 13, 2015, our Board of Directors authorized a share repurchase program for up to $200.0 million of our outstanding common stock (the “share repurchase program”) for purchases through December 31, 2016. Under the share repurchase program we repurchased 4,169,467 shares of our common stock in the open market for an aggregate purchase price of approximately $200.0 million through December 31, 2016, fully exhausting the program. On November 17, 2016, the Board of Directors authorized a new share repurchase program for up to $200.0 million of our outstanding common shares for purchases through June 30, 2018. Repurchases under this new program began in January 2017. (13) Earnings Per Share The Company has outstanding common stock and equity awards that consist of RSUs, PSUs and stock options. The RSUs maintain non-forfeitable dividend rights that result in dividend payment obligations on a one-to-one ratio with common shares for any future dividend declarations. Unvested RSUs are deemed participating securities for purposes of calculating EPS as they maintain dividend rights. We calculate EPS using the two-class method. Under the two-class method, we allocate earnings to common shares and vested RSUs outstanding for the period. Earnings attributable to unvested participating securities, along with the corresponding share counts, are excluded from EPS as reflected in our consolidated statements of income. In calculating basic EPS, we deduct any dividends and undistributed earnings allocated to unvested RSUs from net income and then divide the result by the weighted- average number of common shares and vested RSUs outstanding for the period. We determine the potential dilutive effect of PSUs and stock options outstanding (“contingently-issuable shares”) on EPS using the treasury-stock method. Under this method, we determine the proceeds that would be received from the issuance of the contingently- issuable shares if the end of the reporting period were the end of the contingency period. The proceeds from the contingently-issuable shares include: the remaining unrecognized compensation expense of the awards, the cash received for the exercise price on stock options, and the resulting effect on the income tax deduction from the vesting of PSUs and the exercise of stock options. We then use the average market price of our common shares during the period the contingently-issuable shares were outstanding to determine how many shares we could repurchase with the proceeds raised from the issuance of the contingently-issuable shares. The net incremental share count issued represents the potential dilutive securities. We then reallocate earnings to common shares and vested RSUs by incorporating the increased fully-diluted share count to determine diluted EPS. 86 The calculation of basic and diluted EPS follows: Year ended December 31, 2016 2015 2014 (In thousands, except per-share amounts) Basic EPS: Numerator (continuing operations): Income from continuing operations $219,414 $189,871 $179,834 Income attributable to unvested participating securities (1,835 ) (1,572 ) (2,038 ) Income from continuing operations used in calculating basic EPS $217,579 $188,299 $177,796 Numerator (discontinued operations): Income from discontinued operations $- $- $1,578 Income attributable to unvested participating securities - - (18 ) Income from discontinued operations used in calculating basic EPS $- $- $1,560 Denominator: Weighted-average vested shares 47,411 50,881 54,567 Basic EPS from continuing operations $4.59 $3.70 $3.26 Basic EPS from discontinued operations $- $- $0.03 Diluted EPS: Numerator (continuing operations): Income from continuing operations $219,414 $189,871 $179,834 Income attributable to unvested participating securities (1,833 ) (1,571 ) (2,037 ) Income from continuing operations used in calculating diluted EPS $217,581 $188,300 $177,797 Numerator (discontinued operations): Income from discontinued operations $- $- $1,578 Income attributable to unvested participating securities - - (18 ) Income from discontinued operations used in calculating diluted EPS $- $- $1,560 Denominator: Weighted-average vested shares 47,411 50,881 54,567 Dilutive effect of incremental shares to be issued for equity awards 42 32 31 Weighted-average shares used in calculating diluted EPS 47,453 50,913 54,598 Diluted EPS from continuing operations $4.59 $3.70 $3.26 Diluted EPS from discontinued operations $- $- $0.03 (14) Share-Based Transactions The Company has outstanding equity awards under its Omnibus Incentive Plan (“OIP”). The OIP provides for the issuance of equity awards, including stock options, stock appreciation rights, restricted stock, deferred stock, RSUs, PSUs, unrestricted stock, as well as cash-based awards. In addition to time-based vesting requirements, awards granted under the OIP also may be subject to specified performance criteria. Since 2010, the Company has issued equity awards to our management (officers and other key employees), non-employees who serve on our Board of Directors (“directors”), and sales force leaders under the OIP. As of December 31, 2016, we had approximately 0.9 million shares available for future grants under this plan. Employee and Director Share-Based Compensation. As of December 31, 2016, the Company had outstanding RSUs, PSUs, and stock options issued to our management (officers and other key employees), as well as RSUs issued to our directors, under the OIP. Restricted Stock and RSUs. •Prior to 2014, management of the Company’s U.S. based subsidiaries received restricted stock and management of the Company’s Canadian subsidiaries received RSUs. These awards have time-based vesting requirements with equal and annual graded vesting over approximately three years subsequent to the grant date. •Beginning in 2014, management (regardless of geography) received RSUs that have time-based vesting requirements with equal and annual graded vesting over approximately three years subsequent to the grant date, but also provide for such awards to vest upon voluntary termination of employment by any employee who is “retirement eligible” as of his or her termination date. In order to be retirement eligible, an employee must be at least 55 years old and his or her age plus years of service with the Company must equal at least 75. The “retirement eligible” provision is expected to be included in all future management grants. 87 •Beginning in 2014, directors received RSUs that have time-based vesting requirements w ith equal and annual graded vesting over four quarters subsequent to the grant date. These awards contain post-vesting sale restrictions until the director no longer serves on our Board. •In addition, certain directors elected to defer their cash and/or equity retainers into deferred RSUs, which vest immediately or, if applicable, on the dates the RSUs would have vested. All of our outstanding management and director RSU awards are eligible for dividend equivalents regardless of vesting status. In connection with our granting of management and director restricted stock and RSU awards, we recognized expense and tax benefit offsets as follows: Year ended December 31, 2016 2015 2014 (In thousands) Total management and director restricted stock and RSUs $11,067 $13,839 $15,726 Tax benefit associated with total management and director restricted stock and RSU award expense 3,715 4,668 5,322 The following table summarizes management and director restricted stock and RSU activity during the years ended December 31, 2016, 2015, and 2014. Shares Weighted-average measurement-date fair value per share (Shares in thousands) Unvested employee restricted stock and RSUs, December 31, 2013 722 $28.67 Granted 279 41.31 Forfeited (13 ) 30.49 Vested (408 ) 28.53 Unvested employee restricted stock and RSUs, December 31, 2014 580 34.67 Granted 246 52.75 Forfeited (8 ) 41.98 Vested (428 ) 35.43 Unvested employee restricted stock and RSUs, December 31, 2015 390 45.07 Granted 225 42.86 Forfeited - - Vested (219 ) 42.28 Unvested employee restricted stock and RSUs, December 31, 2016 396 $45.37 As of December 31, 2016, total compensation cost not yet recognized in our financial statements related to management and director RSU awards with time-based vesting conditions yet to be reached was approximately $4.3 million, and the weighted-average period over which cost will be recognized was 0.7 years. PSUs. •In 2016 the Company began issuing PSUs to certain of its executive officers under the OIP as part of their annual equity compensation. A total of 18,385 PSUs were granted on February 24, 2016 with a measurement-date fair value of $41.88 per unit. •PSU awards include a performance target of a specified average annual Return on Adjusted Equity (“ROAE”) for the Company over the three year performance period from January 1, 2016 through December 31, 2018, as well as a threshold ROAE and an ROAE at which the maximum number of shares can be earned. The awards cliff vest two months after the performance period ends, on March 1, 2019. Depending on the ROAE achieved within the specified range, recipients may receive shares of common stock equal to between 0% and 150% of the number of PSUs granted. In addition, PSUs accrue forfeitable dividend equivalents, which are also paid out based on the number of shares earned. •PSU awards provide for vesting upon the voluntary termination of employment by any employee who is “retirement eligible” as of his or her termination date. The number of shares that will be earned for a retirement-eligible employee is equal to the amount calculated using the Company’s actual average annual three- year ROAE ending on the last day of the performance period, even if that employee retires prior to the completion of the performance period. •For the purposes of recognizing PSU related expense, we are estimating a level of performance that would result in a vesting amount of approximately 100% of the PSUs granted. In connection with our granting of PSU awards, we recognized expense and tax benefit offsets as follows: Year ended December 31, 2016 2015 2014 (In thousands) Total management PSU awards $614 n/a n/a Tax benefit associated with total management PSU award expense 215 n/a n/a 88 The following table summarizes PSU activity during the year ended December 31, 2016. Shares Weighted-average measurement-date fair value per share (Shares in thousands) Unvested employee PSUs, December 31, 2015 - n/a Granted 18 $41.88 Forfeited - - Vested - - Unvested employee PSUs, December 31, 2016 18 41.88 As of December 31, 2016, total unrecognized compensation related to PSU awards was approximately $0.2 million, and the weighted-average period over which cost will be recognized was 0.8 years. Stock Options. Beginning in 2013, the Company issued stock options to certain of its executive officers under the OIP as part of their annual equity compensation. Stock options are generally granted with an exercise price equal to the fair market value of our common stock on the grant date, and they expire 10 years from the date of grant. These options have time-based restrictions with equal and annual graded vesting over a three-year period. Stock options issued in 2014 and thereafter provide for such awards to vest upon the voluntary termination of employment by any employee who is “retirement eligible” as of his or her termination date. Upon retirement, employees have the lesser of three years or the remaining option term to exercise any vested options. We currently do not anticipate issuing any new stock options pursuant to our current employee compensation program. Compensation expense and related tax benefits recognized for stock option awards were as follows: Year ended December 31, 2016 2015 2014 (In thousands) Expense recognized for stock option awards $851 $643 $1,803 Tax benefit recognized for stock option awards 298 225 631 The fair value of each option was estimated on the date of grant using the Black-Scholes model. We derived expected volatility after considering the historical volatility of our own stock, which has been trading since April 1, 2010. The Company’s per share dividend yield as of the grant date was used as the input for the expected dividend payout on the underlying shares. The risk-free interest rate was based on the U.S. Treasury yield for a term approximating the expected life of the options at the time of grant. The Company used a blended approach to develop the expected term that considered both actual exercise activity where available along with the simplified method where historical information was not available. All inputs into the Black-Scholes model were estimates made at the time of grant. The actual realized value of each option grant could materially differ from these estimates, which would have no impact on future reported compensation expense. The following assumptions were used to estimate the fair value of stock options granted: Year ended December 31, 2016 2015 2014 Expected volatility 25.00 % 24.00 % 33.00 % Expected per share dividend yield 1.62 % 1.20 % 1.17 % Risk-free interest rate 1.23 % 1.61 % 1.81 % Expected term of options 5 years 5 years 6 years Fair value per option $8.21 $11.07 $12.54 89 The following table summarizes activity related to stock options outstanding and exercisable during the years ended December 31, 2016, 2015, and 2014. Outstanding Exercisable Number of shares Weighted average exercise price Number of shares Weighted average exercise price (Shares in thousands) Outstanding at December 31, 2013 134 $32.63 — n/a Granted 116 41.20 Exercised (4 ) 32.63 Outstanding at December 31, 2014 246 36.67 40 $32.63 Granted 46 53.50 Exercised (89 ) 34.89 Outstanding at December 31, 2015 203 41.28 35 36.38 Granted 90 41.88 Exercised (148 ) 38.24 Outstanding at December 31, 2016 145 44.75 6 53.50 Range of granted option exercise prices outstanding at December 31, 2016: $41.20 (average term remaining - 7.1 years) 19 $41.20 — n/a $53.50 (average term remaining - 8.2 years) 37 53.50 6 $53.50 $41.88 (average term remaining - 9.2 years) 90 41.88 — n/a The aggregate intrinsic value represents the difference between the exercise price of our stock options and the quoted closing price of our common stock as of December 31, 2016. A summary of the intrinsic values of our stock options is as follows: December 31, 2016 (In thousands) Aggregate intrinsic value of exercisable stock options $95 Aggregate intrinsic value of stock options expected to vest 3,443 Aggregate intrinsic value of stock options outstanding $3,538 The intrinsic value, tax benefit realized and value of shares withheld related to option exercise activity are summarized as follows: Year ended December 31, 2016 2015 2014 (In thousands) Intrinsic value of options exercised $2,755 $1,620 $53 Tax benefit realized from the options exercised 964 567 19 Value of issued shares withheld to satisfy option exercise price 5,509 2,966 142 As of December 31, 2016, there was approximately $0.5 million of total unrecognized compensation cost related to unvested options, and the weighted-average period over which cost will be recognized was approximately 0.7 years. Non-Employee Share-Based Compensation. Non-employee share-based transactions relate to the granting of RSUs to members of our sales force (“agent equity awards”). Agent equity awards are generally granted as a part of quarterly contests for successful life insurance policy acquisitions and for sales of investment and savings products for which the grant and the service period occur within the same calendar quarter. The following table summarizes non-employee RSU activity during the years ended December 31, 2016, 2015, and 2014. Shares Weighted-average measurement-date fair value per share (Shares in thousands) Unvested non-employee RSUs, December 31, 2013 104 $36.44 Granted 295 45.08 Vested (326 ) 41.23 Unvested non-employee RSUs, December 31, 2014 73 49.98 Granted 326 42.79 Vested (326 ) 44.39 Unvested non-employee RSUs, December 31, 2015 73 42.83 Granted 236 48.45 Vested (267 ) 44.82 Unvested non-employee RSUs, December 31, 2016 42 61.55 90 Agent equity awards vest and are measured using the fair market value at the conclusion of the quarterly contest, which is the time that performance is complete. However, agent equity awards are subject to long-term sales restrictions expiring over three y ears. Because the sale restrictions extend up to three years beyond the vesting period, the fair market value of the awards incorporates an illiquidity discount reflecting the risk associated with the post-vesting restrictions. To quantify this discount fo r each award, we use a series of put option models with one-, two- and three-year tenors to estimate a hypothetical cost of eliminating the downside risk associated with the sale restrictions. The most significant assumptions in the Black-Scholes models are the volatility assumptions. We derive volatility assumptions primarily from the historical volatility of our common stock using terms comparable to the sale restriction terms. The following table presents the assumptions used in valuing quarterly RSU grants to agents: Year ended December 31, 2016 2015 2014 Expected volatility 24% to 42% 18% to 35% 17% to 31% Quarterly dividends expected $0.17 to $0.18 $0.16 $0.12 Risk-free interest rates Less than 2% Less than 2% Less than 2% To the extent that these awards are an incremental direct cost of successful acquisitions of life insurance policies that result directly from and are essential to the policy acquisition(s) and would not have been incurred had the policy acquisition(s) not occurred, we defer and amortize the fair value of the awards in the same manner as other deferred policy acquisition costs. All agent equity awards that are not directly related to the acquisition of life insurance policies are recognized as expense over the requisite vesting period. Details on the granting and valuation of these awards follow: Year ended December 31, 2016 2015 2014 (Dollars in thousands, except per-share amounts) Total quarterly non-employee RSUs granted 235,735 325,744 294,985 Measurement date per-share fair value of awards $39.87 to $61.50 $40.98 to $46.71 $42.96 to $49.98 Illiquidity discounts 10% to 11% 8% to 9% 8% to 9% Quarterly incentive awards expense recognized currently $910 $466 $453 Quarterly incentive awards expense deferred 10,517 13,423 13,598 Tax benefit associated with incentive awards 3,674 4,454 4,500 As of December 31, 2016, all agent equity awards were fully vested with the exception of approximately 42,000 shares that vested on January 1, 2017. As such, any related compensation cost not recognized as either expense or DAC in our financial statements through December 31, 2016 is immaterial. (15) Statutory Accounting and Dividend Restrictions U.S. Insurance Subsidiaries. Our two underwriting U.S. insurance subsidiaries are Primerica Life and NBLIC. Primerica Life wholly owns Peach Re and Vidalia Re, and ceded to each in separate coinsurance arrangements certain level-premium term life insurance policies. Our U.S. insurance subsidiaries are required to report their results of operations and financial position to state authorities on the basis of statutory accounting practices prescribed or permitted by such authorities and the National Association of Insurance Commissioners (“NAIC”), which is a comprehensive basis of accounting other than U.S. GAAP. Prescribed statutory accounting practices include a variety of publications of the NAIC, as well as state laws, regulations and general administrative rules. Permitted statutory accounting practices encompass all accounting practices not so prescribed. The Company’s principal life insurance company, Primerica Life, prepares its statutory financial statements on the basis of accounting practices prescribed or permitted by the NAIC and the Massachusetts Division of Insurance (“Massachusetts DOI”) and includes the statutory financial statements of its wholly owned insurance subsidiaries, NBLIC, Peach Re, and Vidalia Re. NBLIC’s statutory financial statements are prepared on the basis of accounting practices prescribed or permitted by the NAIC and the New York State Department of Financial Services, while the statutory financial statements of Peach Re and Vidalia Re are prepared on the basis of accounting practices prescribed or permitted by the NAIC or the Vermont Department of Financial Regulation (“Vermont DOI”). Our U.S. insurance subsidiaries’ ability to pay dividends to their parent is subject to and limited by the various laws and regulations of their respective states. There are no regulatory restrictions on the ability of the Parent Company to pay dividends (other than limitations under the Delaware General Corporation Code that provide that dividends on common stock shall be declared by the Board of Directors out of surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding prior fiscal year). Primerica Life’s statutory ordinary dividend capacity is based on the greater of: (1) the previous year’s statutory net gain from operations (excluding pro rata distributions of any class of the insurer’s own securities) or (2) 10% of the previous year-end statutory surplus (net of capital stock), which may only be paid out of statutory unassigned surplus. Dividends that, together with the amount of other distributions or dividends made within the preceding 12 months, exceed this statutory limitation are referred to as extraordinary dividends. Extraordinary dividends require advance notice to the Massachusetts DOI, Primerica Life’s primary state insurance 91 regulator, and are subject to potential disapproval. For dividends exceeding these thresholds, Primerica L ife must provide notice to the Massachusetts DOI and receive notice that the Massachusetts DOI does not object to the payment of such dividends. Primerica Life’s statutory capital and surplus and statutory unassigned surplus at December 31, 2016 and 2015 was as follows: December 31, 2016 December 31, 2015 (In thousands) Statutory capital and surplus $572,748 $560,936 Statutory unassigned surplus 41,569 48,715 Primerica Life’s statutory net gain from operations was approximately $392.4 million, $436.3 million and $267.4 in 2016, 2015 and 2014, respectively. Primerica Life made no pro rata distributions of any class of its own securities during 2016. During 2016, Primerica Life paid ordinary dividends of $94.7 million to the Parent Company and had estimated ordinary dividend capacity of approximately $41.6 million as of January 1, 2017. Primerica Life’s investment basis in NBLIC, Peach Re, and Vidalia Re reflect their statutory capital and surplus amounts recorded in accordance with statutory accounting practices prescribed or permitted by the NAIC and/or each subsidiary’s state of domicile; New York and Vermont. Peach Re was formed as a special-purpose financial captive insurance company and, with the explicit permission of the Vermont DOI, has included the value of a letter of credit serving as collateral for its policy reserves as an admitted asset in its statutory capital and surplus. This permitted accounting practice was critical to the organization and operational plans of Peach Re and explicitly included in the licensing order issued by the Vermont DOI. The impact of this permitted practice as of December 31, 2016 was approximately $408.7 million on Peach Re’s statutory capital and surplus. As of December 31, 2016, even if Peach Re had not been permitted to include the letter of credit as an admitted asset, Primerica Life would not have been below the minimum statutory capital and surplus level that triggers a regulatory action event. Vidalia Re does not have any permitted accounting practices that are not encompassed in prescribed statutory accounting practices. Canadian Insurance Subsidiary. Primerica Life Canada is incorporated under the provisions of the Canada Business Corporations Act and is a domiciled Canadian Company subject to regulation under the Insurance Companies Act (Canada) by the Office of the Superintendent of Financial Institutions in Canada (“OSFI”) and by Provincial Superintendents of Financial Institutions/Insurance in those provinces in which Primerica Life Canada is licensed. The statutory financial statements of Primerica Life Canada reported to OSFI are prepared in accordance with International Financial Reporting Standards (“IFRS”). Primerica Life Canada’s capacity to pay ordinary dividends to its parent is limited by OSFI regulations to the extent that its capital exceeds projected capital requirements. OSFI requires companies to set internal target levels of capital sufficient to provide for all the risks of the insurer, including risks specified in OSFI’s capital guidelines. As of December 31, 2016 and 2015, Primerica Life Canada’s statutory capital and surplus satisfied regulatory requirements and was approximately $286.7 million and $252.6 million, respectively. In Canada, dividends can be paid subject to the paying insurance company continuing to have adequate capital and forms of liquidity as defined by OSFI following the dividend payment and upon 15 days minimum notice to OSFI. Primerica Life Canada’s dividend capacity at January 1, 2017 is estimated to be approximately $55.9 million, which is calculated based on its projection of maintaining internal target capital requirements under certain adverse capital scenarios during each year over the next five years. The actual amount of future dividends that Primerica Life Canada will declare and pay is also subject to the Company’s asserted position of permanent reinvestment of certain unremitted earnings discussed in Note 11 (Income Taxes). (16) Commitments and Contingent Liabilities Commitments. We lease office equipment and office and warehouse space under various noncancellable operating lease agreements that expire through June 2028. Total minimum rent expense was $7.0 million, $7.2 million, and $7.7 million for the years ended December 31, 2016, 2015, and 2014, respectively. We had no contingent rent expense during 2016, 2015, or 2014. In March 2013, we began a 15-year lease agreement for our corporate headquarters in Duluth, Georgia with estimated minimum annual rental payments ranging from approximately $4.5 million at inception to approximately $5.6 million in year 15. As of December 31, 2016, the minimum aggregate rental commitments for operating leases were as follows: December 31, 2016 (In thousands) 2017 $6,895 2018 6,266 2019 5,804 2020 5,366 2021 5,306 Thereafter 35,075 Total minimum rental commitments for operating leases $64,712 As of December 31, 2016 and 2015, we had no material capital leases. 92 Letter of Credit. Effective March 31, 2012, Peach Re entered into a Credit Facility Agreement with Deutsche Bank (the “Credit Facility Agreement”) to support certain obligations for a portion of the reserves (commonly referred to as Regulation XXX reserves) related to leve l premium term life insurance policies ceded to Peach Re from Primerica Life under the Peach Re Coinsurance Agreement. Under the Credit Facility Agreement, Deutsche Bank issued a letter of credit in the initial amount of $450.0 million with a term of approximately 14 years (the “LOC”) for the benefit of Primerica Life, the direct parent of Peach Re. Subject to certain conditions, the amount of the LOC periodically increased up to a maximum amount of approximately $507.0 million, which was reached in 2014. Pursuant to the terms of the Credit Facility Agreement, in the event amounts are drawn under the LOC by Primerica Life, Peach Re will be obligated, subject to certain limited conditions, to reimburse Deutsche Bank for the amount of any draws and interest thereon. Peach Re has collateralized its obligations to Deutsche Bank by granting it a security interest in all of its assets with the exception of amounts held in a special account established to meet minimum asset thresholds required by state regulatory authorities. As of December 31, 2016, the Company was in compliance with all financial covenants under the Credit Facility Agreement. Contingent Liabilities. The Company is involved from time to time in legal disputes, regulatory inquiries and arbitration proceedings in the normal course of business. These disputes are subject to uncertainties, including the large and/or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation. As such, the Company is unable to estimate the possible loss or range of loss that may result from these matters unless otherwise indicated. The Company is currently undergoing multi-state treasurer unclaimed property audits by 30 jurisdictions focusing on the life insurance claims paying practices of its subsidiaries, Primerica Life and NBLIC. Other jurisdictions may pursue similar audits and litigation. The potential outcome of such actions is difficult to predict but could subject the Company to adverse consequences, including, but not limited to, settlement payments, additional payments to beneficiaries and additional escheatment of funds deemed abandoned under state laws. At this time, the Company cannot reasonably estimate the likelihood or the impact of additional costs or liabilities that could result from the resolution of these matters. (17) Benefit Plans We sponsor a defined contribution plan for the benefit of our employees. The expense associated with this plan was approximately $7.4 million, $6.7 million, and $6.5 million in 2016, 2015, and 2014, respectively. (18) Other Comprehensive Income The components of other comprehensive income (“OCI”), including the income tax expense or benefit allocated to each component, were as follows: Year Ended December 31, 2016 2015 2014 (In thousands) Foreign currency translation adjustments: Change in unrealized foreign currency translation gains (losses) before income taxes $6,689 $(41,929 ) $(20,527 ) Income tax expense (benefit) on unrealized foreign currency translation gains (losses) 81 (447 ) (234 ) Change in unrealized foreign currency translation gains (losses), net of income taxes $6,608 $(41,482 ) $(20,293 ) Unrealized gain (losses) on available-for-sale securities: Change in unrealized holding gains (losses) arising during period before income taxes $20,500 $(65,920 ) $11,228 Income tax expense (benefit) on unrealized holding gains (losses) arising during period 7,174 (23,074 ) 3,930 Change in unrealized holding gains (losses) on available-for-sale securities arising during period, net of income taxes 13,326 (42,846 ) 7,298 Reclassification from accumulated OCI to net income for (gains) losses realized on available-for-sale securities (3,955 ) 1,596 $794 Income tax (expense) benefit on (gains) losses reclassified from accumulated OCI to net income (1,384 ) 560 278 Reclassification from accumulated OCI to net income for (gains) losses realized on available-for-sale securities, net of income taxes (2,571 ) 1,036 516 Change in unrealized gains (losses) on available-for-sale securities, net of income taxes and reclassification adjustment $10,755 $(41,810 ) $7,814 93 (19) Una udited Quarterly Financial Data In management’s opinion, the following quarterly consolidated financial information fairly presents the results of operations for such periods and is prepared on a basis consistent with our annual audited consolidated financial statements. Financial information for the quarters presented was prepared on a consolidated basis. Quarter ended Quarter ended Quarter ended Quarter ended March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 (In thousands, except per-share amounts) Direct premiums $597,130 $612,189 $616,587 $618,362 Ceded premiums (395,333 ) (406,683 ) (399,676 ) (398,867 ) Net premiums 201,797 205,506 216,911 219,495 Commissions and fees 128,821 136,902 134,282 141,681 Net investment income 21,238 20,389 19,399 17,999 Realized investment gains (losses), including OTTI (783 ) 3,440 (35 ) 1,465 Other, net 11,527 12,757 13,069 13,224 Total revenues 362,600 378,994 383,626 393,864 Total benefits and expenses 292,388 287,114 295,189 306,800 Income before income taxes 70,212 91,880 88,437 87,064 Income taxes 25,036 32,554 30,400 30,191 Net income $45,176 $59,326 $58,037 $56,873 Earnings per share: Basic earnings per share $0.92 $1.23 $1.22 $1.21 Diluted earnings per share $0.92 $1.23 $1.22 $1.21 Quarter ended Quarter ended Quarter ended Quarter ended March 31, 2015 June 30, 2015 September 30, 2015 December 31, 2015 (In thousands, except per-share amounts) Direct premiums $577,458 $588,248 $587,882 $591,856 Ceded premiums (397,540 ) (406,854 ) (393,987 ) (396,838 ) Net premiums 179,918 181,394 193,895 195,018 Commissions and fees 132,835 139,150 132,368 132,794 Net investment income 21,173 19,075 18,715 17,546 Realized investment gains (losses), including OTTI 1,284 597 (259 ) (3,360 ) Other, net 9,445 10,171 10,990 11,453 Total revenues 344,655 350,387 355,709 353,451 Total benefits and expenses 277,846 273,562 280,756 281,057 Income before income taxes 66,809 76,825 74,953 72,394 Income taxes 23,408 27,652 25,603 24,445 Net income $43,401 $49,173 $49,350 $47,949 Earnings per share: Basic earnings per share $0.82 $0.94 $0.98 $0.97 Diluted earnings per share $0.82 $0.94 $0.98 $0.97 Quarterly amounts may not agree in total to the corresponding annual amounts due to rounding. I TEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. There have been no changes in, or disagreements with, accountants on accounting and financial disclosure matters during the years ended December 31, 2016 and 2015. I TEM 9A.CONTROLS AND PROCEDURES. Disclosure Controls and Procedures The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report (the “Evaluation Date”). Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective. 94 Changes in Internal Control Over Financial Reporting There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2016 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Management’s Annual Report On Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. With the participation of the Chief Executive Officer and the Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control—Integrated Framework (2013) , issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2016. Our independent auditor, KPMG LLP, an independent registered public accounting firm, has issued an attestation report on the effectiveness of our internal control over financial reporting. This attestation report appears below. 95 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of Primerica, Inc.: We have audited Primerica, Inc.’s (the Company) internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Primerica, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Primerica, Inc. and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2016, and our report dated February 27, 2017 expressed an unqualified opinion on those consolidated financial statements. /s/ KPMG LLP Atlanta, Georgia February 27, 2017 96 I TEM 9B.OTHER INFORMATION. Not applicable. 97 P ART III Pursuant to General Instruction G to Form 10-K and as described below, portions of Items 10 through 14 of this report are incorporated by reference from the Company’s definitive Proxy Statement relating to the Company’s 2017 Annual Meeting of Stockholders (the “Proxy Statement”), which will be filed with the SEC within 120 days of December 31, 2016, pursuant to Regulation 14A under the Exchange Act. The Report of the Audit Committee of our Board of Directors and the Report of the Compensation Committee of our Board of Directors to be included in the Proxy Statement shall be deemed to be furnished in this report and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, as a result of such furnishing. Our website address is www.primerica.com . You may obtain free electronic copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports from the investors section of our website. These reports are available on our website as soon as reasonably practicable after we electronically file them with the SEC. These reports should also be available through the SEC’s website at www.sec.gov . We have adopted corporate governance guidelines. The guidelines and the charters of our board committees are available in the corporate governance subsection of the investor relations section of our website, www.primerica.com, and are also available in print upon written request to the Corporate Secretary, Primerica, Inc., 1 Primerica Parkway, Duluth, GA 30099. I tem 10.Directors, Executive Officers and Corporate Governance. For a list of executive officers, see Part I Item X. Executive Officers and Certain Significant Employees of the Registrant herein. We have adopted a written code of conduct that applies to all directors, officers and employees, including a separate code that applies to only our principal executive officers and senior financial officers in accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and the rules of the SEC promulgated thereunder. Our Code of Conduct is available in the corporate governance subsection of the investor relations section of our website, www.primerica.com, and is available in print upon written request to the Corporate Secretary, Primerica, Inc., 1 Primerica Parkway, Duluth, GA 30099. In the event that we make changes in, or provide waivers from, the provisions of the Code of Conduct that the SEC requires us to disclose, we will disclose these events in the corporate governance section of our website. Except for the information above and the information set forth in Part I, Item X. Executive Officers and Certain Significant Employees of the Registrant, the information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference: •Matters to be Voted on — Proposal 1: Election of Eleven Directors; •Governance — Director Independence; •Governance — Code of Conduct; •Board of Directors — Board Members; •Board of Directors — Board Committees; •Board of Directors — Other Director Matters; •Stock Ownership — Section 16(a) Beneficial Ownership Reporting Compliance; •Executive Compensation — Employment Agreements with our Executive Team Members; •Audit Committee Matters — Audit Committee Report; and •Related Party Transactions — Transactions with Citigroup. I tem 11.Executive Compensation. The information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference: •Board of Directors — Board Committees — Compensation Committee; •Board of Directors — Director Compensation; and •Executive Compensation. It em 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Except for the information set forth in Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, the information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference: •Stock Ownership — Ownership of our Common Stock. 98 I tem 13.Certain Relationships and Related Transactions, and Director Independence. The information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference: •Introductory paragraph to Governance; •Governance — Director Independence; •Board of Directors — Board Committees; and •Related Party Transactions. It em 14.Principal Accounting Fees and Services. The information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference: •Matters to be Voted on — Proposal 5: Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm; •Board of Directors — Board Committees — Audit Committee; and •Audit Matters — Fees and Services of KPMG. 99 PART IV IT EM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (a) 1. FINANCIAL STATEMENTS Included in Part II, Item 8, of this report: Primerica, Inc.: Report of Independent Registered Public Accounting Firm 59 Consolidated Balance Sheets as of December 31, 2016 and 201 5 60 Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2016 61 Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, 2016 62 Consolidated Statements of Stockholders’ Equity for each of the years in the three-year period ended December 31, 2016 63 Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2016 64 Notes to Consolidated Financial Statements 65 Unaudited Quarterly Financial Data 94 2. FINANCIAL STATEMENT SCHEDULES Included in Part IV of this report: Report of Independent Registered Public Accounting Firm on Financial Statement Schedules 104 Schedule I — Consolidated Summary of Investments — Other than Investments in Related Parties as of December 31, 2016 105 Schedule II — Condensed Financial Information of Registrant as of December 31, 2016 and 2015, and for each of the years in the three-year period ended December 31, 2016 106 Schedule III — Supplementary Insurance Information as of December 31, 2016 and 2015, and for each of the years in the three-year period ended December 31, 2016 112 Schedule IV — Reinsurance for each of the years in the three-year period ended December 31, 2016 113 3. EXHIBIT INDEX An “Exhibit Index” has been filed as part of this Report beginning on the following page and is incorporated herein by reference. Schedules other than those listed above are omitted because they are not required, are not material, are not applicable, or the required information is shown in the financial statements or notes thereto. (b) Exhibit Index. The agreements included as exhibits to this report are included to provide information regarding the terms of these agreements and are not intended to provide any other factual or disclosure information about the Company or its subsidiaries, our business or the other parties to these agreements. These agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and: •should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; •have been qualified by disclosures that were made to the other party in connection with the negotiation of the application agreement, which disclosures are not necessarily reflected in the agreement; •may apply standards of materiality in a way that is different from what may be viewed as material to our investors; and •were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. 100 Accordingly, these representations and warranties may not describe th e actual state of affairs as of the date they were made or at any other time, and should not be relied upon by investors. Exhibit Number Description Reference 3.1 Amended and Restated Certificate of Incorporation of the Registrant. Incorporated by reference to Exhibit 3.1 to Primerica's Current Report on Form 8-K dated May 22, 2013 (Commission File No. 001-34680). 3.2 Amended and Restated Bylaws of the Registrant. Incorporated by reference to Exhibit 3.2 to Primerica's Current Report on Form 8-K dated April 1, 2015 (Commission File No. 001-34680). 4.1 Indenture, dated July 16, 2012, among the Registrant and Wells Fargo Bank, National Association, as trustee. Incorporated by reference to Exhibit 4.1 to Primerica's Current Report on Form 8-K dated July 11, 2012 (Commission File No. 001-34680). 4.2 First Supplemental Indenture, dated July 16, 2012, among the Registrant and Wells Fargo Bank, National Association, as trustee. Incorporated by reference to Exhibit 4.2 to Primerica's Current Report on Form 8-K dated July 11, 2012 (Commission File No. 001-34680). 4.3 Form of 4.750% Senior Notes due 2022. Incorporated by reference to Exhibit 4.3 (included in Exhibit 4.2 filed herewith) to Primerica's Current Report on Form 8-K dated July 11, 2012 (Commission File No. 001-34680). 10.1 Tax Separation Agreement dated as of March 30, 2010 by and between the Registrant and Citigroup Inc. Incorporated by reference to Exhibit 10.3 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001- 34680). 10.2 Amended and Restated 80% Coinsurance Agreement dated March 31, 2016 by and between Primerica Life Insurance Company and Pecan Re Inc. Filed with the Securities and Exchange Commission as part of this Annual Report. 10.3 10% Coinsurance Agreement dated March 31, 2010 by and between Primerica Life Insurance Company and Prime Reinsurance Company, Inc. Incorporated by reference to Exhibit 10.6 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 10.4 Amendment No. 1 dated as of October 5, 2015 to the 10% Coinsurance Agreement dated March 31, 2010 by and between Primerica Life Insurance Company and Prime Reinsurance Company, Inc. Incorporated by reference to Exhibit 10.29 to Primerica's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (Commission File No. 001-34680). 10.5 Amendment No. 2 dated as of January 25, 2016 to the 10% Coinsurance Agreement dated March 31, 2010 by and between Primerica Life Insurance Company and Prime Reinsurance Company, Inc. Incorporated by reference to Exhibit 10.1 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001-34680). 10.6 Amendment No. 3 dated as of March 31, 2016 to the 10% Coinsurance Agreement dated March 31, 2010 by and between Primerica Life Insurance Company and Prime Reinsurance Company, Inc. Incorporated by reference to Exhibit 10.2 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001-34680). 10.7 Amended and Restated 80% Coinsurance Trust Agreement dated March 31, 2016 among Primerica Life Insurance Company, Pecan Re Inc. and The Bank of New York Mellon. Filed with the Securities and Exchange Commission as part of this Annual Report. 10.8 Amendment No. 1 dated as of March 30, 2016 to the 80% Coinsurance Trust Agreement dated March 29, 2010 among Prime Reinsurance Company, Inc. Primerica Life Insurance Company, and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.3 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001-34680). 10.9 Amendment No. 2 dated as of March 31, 2016 to the 80% Coinsurance Trust Agreement dated March 29, 2010 among Prime Reinsurance Company, Inc. Pecan Re Inc., Primerica Life Insurance Company, and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.4 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001-34680). 10.10 10% Coinsurance Economic Trust Agreement dated March 29, 2010 among Primerica Life Insurance Company, Prime Reinsurance Company, Inc. and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.8 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 10.11 Amendment No. 1 dated as of March 31, 2016 to the 10% Coinsurance Economic Trust Agreement dated March 29, 2010 among Prime Reinsurance Company, Inc. Primerica Life Insurance Company, and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.5 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001-34680). 10.12 10% Coinsurance Excess Trust Agreement dated March 29, 2010 among Primerica Life Insurance Company, Prime Reinsurance Company, Inc. and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.9 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 101 10.13 Amendment No. 1 dated as of March 31, 2016 to the 10% Coinsurance Excess Trust Agreement dated March 29, 2010 among Prime Reinsurance Company, Inc. Primerica Life Insurance Company, and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.6 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001-34680). 10.14 Amended and Restated Capital Maintenance Agreement dated as of March 31, 2016 by and between Citigroup Inc. and Prime Reinsurance Company, Inc. Incorporated by reference to Exhibit 10.7 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001-34680). 10.15 Assignment, Transfer and Novation Agreement dated as of March 31, 2016 among Prime Reinsurance Company, Inc. Pecan Re Inc. and Primerica Life Insurance Company. Incorporated by reference to Exhibit 10.9 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001-34680). 10.16 90% Coinsurance Agreement dated March 31, 2010 by and between National Benefit Life Insurance Company and American Health and Life Insurance Company. Incorporated by reference to Exhibit 10.11 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 10.17 Trust Agreement dated March 29, 2010 among National Benefit Life Insurance Company, American Health and Life Insurance Company and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.12 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 10.18 Coinsurance Agreement dated March 31, 2010 by and between Primerica Life Insurance Company of Canada and Financial Reassurance Company 2010, Ltd. (currently known as Munich Re Life Insurance Company of Vermont). Incorporated by reference to Exhibit 10.13 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 10.19 Coinsurance Amending Agreement dated as of December 31, 2011 among Primerica Life Insurance Company and Financial Reassurance Company 2010, Ltd. Filed with the Securities and Exchange Commission as part of this Annual Report. 10.20 Coinsurance Amending Agreement dated as of October 20, 2016 among Primerica Life Insurance Company, Munich Re Life Insurance Company of Vermont (formerly known as Financial Reassurance Company 2010, Ltd.) and Munich-American Holding Corporation. Filed with the Securities and Exchange Commission as part of this Annual Report. 10.21 Monitoring and Reporting Agreement dated as of March 31, 2016 by and among Primerica Life Insurance Company and Pecan Re Inc. Filed with the Securities and Exchange Commission as part of this Annual Report. 10.22 Monitoring and Reporting Agreement dated as of March 31, 2010 by and among National Benefit Life Insurance Company and American Health and Life Insurance Company. Incorporated by reference to Exhibit 10.42 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 10.23 Monitoring and Reporting Agreement dated as of March 31, 2010 by and among Primerica Life Insurance Company of Canada and Financial Reassurance Company 2010 Ltd. (currently known as Munich Re Life Insurance Company of Vermont). Incorporated by reference to Exhibit 10.43 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 10.24* Primerica, Inc. Stock Purchase Plan for Agents and Employees. Incorporated by reference to Exhibit 10.45 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 10.25* Primerica, Inc. Amended and Restated 2010 Omnibus Incentive Plan. Incorporated by reference to Exhibit 10.22 to Primerica's Annual Report on Form 10- K for the year ended December 31, 2011 (Commission File No. 001-34680). 10.26* Form of Primerica, Inc. Performance Stock Unit Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2016 awards). Filed with the Securities and Exchange Commission as part of this Annual Report. 10.27* Form of U.S. Employee Restricted Stock Unit Restated Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2014 awards). Incorporated by reference to Exhibit 10.1 to Primerica's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (Commission File No. 001-34680). 10.28* Form of U.S. Employee Restricted Stock Unit Restated Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2015 awards). Incorporated by reference to Exhibit 10.19 to Primerica's Annual Report on Form 10- K for the year ended December 31, 2015 (Commission File No. 001-34680). 10.29* Form of U.S. Employee Restricted Stock Unit Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2016 awards). Filed with the Securities and Exchange Commission as part of this Annual Report. 10.30* Form of Restated Nonqualified Stock Option Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2013 awards). Incorporated by reference to Exhibit 10.2 to Primerica's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (Commission File No. 001-34680). 10.31* Form of Restated Nonqualified Stock Option Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2014 awards). Incorporated by reference to Exhibit 10.2 to Primerica's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (Commission File No. 001-34680). 10.32* Form of Restated Nonqualified Stock Option Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2015 awards). Incorporated by reference to Exhibit 10.22 to Primerica's Annual Report on Form 10- K for the year ended December 31, 2015 (Commission File No. 001-34680). 102 10.33* Form of Restated Nonqualified Stock Option Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2016 awards). Filed with the Securities and Exchange Commission as part of this Annual Report. 10.34 Form of Director Restricted Stock Unit Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2013 awards). Incorporated by reference to Exhibit 10.19 to Primerica's Annual Report on Form 10- K for the year ended December 31, 2013 (Commission File No. 001-34680). 10.35 Form of Director Restricted Stock Unit Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2014, 2015 and 2016 awards). Incorporated by reference to Exhibit 10.24 to Primerica's Annual Report on Form 10- K for the year ended December 31, 2015 (Commission File No. 001-34680). 10.36* Form of Indemnification Agreement for Directors and Officers. Incorporated by reference to Exhibit 10.48 to Primerica's Registration Statement on Form S-1 (File No. 333-162918). 10.37* Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Mr. Glenn J. Williams. Incorporated by reference to Exhibit 99.4 to Primerica's Current Report on Form 8-K dated January 2, 2015 (Commission File No. 001-34680). 10.38* Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Mr. Peter W. Schneider. Incorporated by reference to Exhibit 99.5 to Primerica's Current Report on Form 8-K dated January 2, 2015 (Commission File No. 001-34680). 10.39* Amendment dated as of November 17, 2015 to the Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Mr. Peter W. Schneider. Incorporated by reference to Exhibit 10.30 to Primerica's Annual Report on Form 10- K for the year ended December 31, 2015 (Commission File No. 001-34680). 10.40* Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Ms. Alison S. Rand. Incorporated by reference to Exhibit 99.6 to Primerica's Current Report on Form 8-K dated January 2, 2015 (Commission File No. 001-34680). 10.41* Amendment dated as of November 17, 2015 to the Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Ms. Alison S. Rand. Incorporated by reference to Exhibit 10.32 to Primerica's Annual Report on Form 10- K for the year ended December 31, 2015 (Commission File No. 001-34680). 10.42* Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Mr. Gregory C. Pitts. Incorporated by reference to Exhibit 99.7 to Primerica's Current Report on Form 8-K dated January 2, 2015 (Commission File No. 001-34680). 10.43* Amendment dated as of November 17, 2015 to the Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Mr. Gregory C. Pitts. Incorporated by reference to Exhibit 10.34 to Primerica's Annual Report on Form 10- K for the year ended December 31, 2015 (Commission File No. 001-34680). 10.44 Nonemployee Directors' Deferred Compensation Plan, effective as of January 1, 2011, adopted on November 10, 2010. Incorporated by reference to Exhibit 10.31 to Annual Report on Form 10-K for the year ended December 31, 2010 (Commission File No. 001-34680). 12.1 Statement re Computation of Ratios. Filed with the Securities and Exchange Commission as part of this Annual Report. 21.1 Subsidiaries of the Registrant. Filed with the Securities and Exchange Commission as part of this Annual Report. 23.1 Consent of KPMG LLP. Filed with the Securities and Exchange Commission as part of this Annual Report. 31.1 Rule 13a-14(a)/15d-14(a) Certification, executed by Glenn J. Williams, Chief Executive Officer. Filed with the Securities and Exchange Commission as part of this Annual Report. 31.2 Rule 13a-14(a)/15d-14(a) Certification, executed by Alison S. Rand, Executive Vice President and Chief Financial Officer. Filed with the Securities and Exchange Commission as part of this Annual Report. 32.1 Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350), executed by Glenn J. Williams, Chief Executive Officer, and Alison S. Rand, Executive Vice President and Chief Financial Officer. Filed with the Securities and Exchange Commission as part of this Annual Report. 101.INS XBRL Instance Document(1) Filed with the Securities and Exchange Commission as part of this Annual Report. 101.SCH XBRL Taxonomy Extension Schema Filed with the Securities and Exchange Commission as part of this Annual Report. 101.CAL XBRL Taxonomy Extension Calculation Linkbase Filed with the Securities and Exchange Commission as part of this Annual Report. 101.DEF XBRL Taxonomy Extension Definition Linkbase Filed with the Securities and Exchange Commission as part of this Annual Report. 101.LAB XBRL Taxonomy Extension Label Linkbase Filed with the Securities and Exchange Commission as part of this Annual Report. 101.PRE XBRL Taxonomy Extension Presentation Linkbase Filed with the Securities and Exchange Commission as part of this Annual Report. *Identifies a management contract or compensatory plan or arrangement. (1) Includes the following materials contained in this Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. 103 (c) Financial Statement Schedules. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENT SCHEDULES The Board of Directors and Stockholders of Primerica, Inc.: Under date of February 27, 2017, we reported on the consolidated balance sheets of Primerica, Inc. and subsidiaries (the Company) as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2016. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related financial statement schedules included herein. These financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statement schedules based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. /s/ KPMG LLP Atlanta, Georgia February 27, 2017 104 Sc hedule I Consolidated Summary of Investments — Other Than Investments in Related Parties PRIMERICA, INC. December 31, 2016 Type of Investment Amortized cost or cost Fair value Amount at which shown in the balance sheet (In thousands) Fixed maturities: Bonds (1) : United States Government and government agencies and authorities $100,123 $105,087 $105,087 States, municipalities and political subdivisions 43,951 45,724 45,724 Foreign governments 126,274 131,306 131,306 Public utilities - - - Convertibles and bonds with warrants attached 2,597 2,863 2,863 All other corporate bonds (2) 1,968,909 2,024,042 2,014,257 Certificates of deposit - - - Redeemable preferred stocks 3,442 3,814 3,814 Total fixed maturities 2,245,296 2,312,836 2,303,051 Equity securities: Common stocks: Public utilities 4,909 8,312 8,312 Banks, trusts and insurance companies 6,808 9,027 9,027 Industrial, miscellaneous and all other 7,834 9,837 9,837 Nonredeemable preferred stocks 17,267 17,718 17,718 Total equity securities 36,818 44,894 44,894 Mortgage loans on real estate - - - Real estate - - - Policy loans 30,916 30,916 30,916 Other long-term investments - - - Short-term investments - - - Total investments $2,313,030 $2,388,646 $2,378,861 (1) Mortgage-and asset-backed securities are included in the investment types listed based on the entity-type that issued these securities. (2) The amount shown on the balance sheet does not match the amortized cost or cost or fair value for “All other corporate bonds” due to our held-to-maturity security, which is carried at cost on the balance sheet and all other fixed maturities are carried at fair value. See the accompanying report of independent registered public accounting firm. 105 Sc hedule II Condensed Financial Information of Registrant PRIMERICA, INC. (Parent Only) Condensed Balance Sheets December 31, 2016 2015 (In thousands) Assets Investments: Fixed-maturity securities available-for-sale, at fair value (amortized cost: ($52,537 in 2016 and $71,419 in 2015) $53,953 $71,437 Trading securities, at fair value (cost: $51 in 2016 and $0 in 2015) 51 - Total investments 54,004 71,437 Cash and cash equivalents 13,992 15,029 Due from affiliates* - 133 Other receivables 393 659 Income taxes 10,640 8,904 Investment in subsidiaries* 1,534,774 1,442,608 Total assets 1,613,803 1,538,770 Liabilities and Stockholders’ Equity Liabilities: Notes payable 372,919 372,552 Current income tax payable 2,552 2,311 Deferred income taxes 5,399 3,695 Due to affiliates* 1,108 3,912 Interest payable 8,214 8,214 Other liabilities 2,237 2,314 Commitments and contingent liabilities (see Note E) Total liabilities 392,429 392,998 Stockholders’ equity: Common stock ($0.01 par value; authorized 500,000 in 2016 and 2015; issued and outstanding 45,721 shares in 2016 and 48,297 shares in 2015) 457 483 Paid-in capital 52,468 180,250 Retained earnings 1,138,851 952,804 Accumulated other comprehensive income, net of income tax 29,598 12,235 Total stockholders’ equity 1,221,374 1,145,772 Total liabilities and stockholders’ equity $1,613,803 $1,538,770 *Eliminated in consolidation. See the accompanying notes to condensed financial statements. See the accompanying report of independent registered public accounting firm. 106 Schedule II Condensed Financial Information of Registrant PRIMERICA, INC. (Parent Only) Condensed Statements of Income Year ended December 31, 2016 2015 2014 (In thousands) Revenues: Dividends from subsidiaries* $189,582 $149,187 $319,740 Net investment income 1,695 2,224 1,010 Realized investment gains (losses), including other-than-temporary impairment losses 1,088 (1,762 ) (1,574 ) Total revenues 192,365 149,649 319,176 Expenses: Interest expense 18,180 18,177 18,174 Other operating expenses 12,433 10,603 8,667 Total expenses 30,613 28,780 26,841 Income before income taxes 161,752 120,869 292,335 Income taxes (7,019 ) (7,124 ) (7,540 ) Income (loss) before equity in undistributed earnings of subsidiaries 168,771 127,993 299,875 Equity in undistributed earnings of subsidiaries* 50,643 61,878 (118,463 ) Net income $219,414 $189,871 $181,412 *Eliminated in consolidation. See the accompanying notes to condensed financial statements. See the accompanying report of independent registered public accounting firm. 107 Schedule II Condensed Financial Information of Registrant PRIMERICA, INC. (Parent Only) Condensed Statements of Comprehensive Income Year ended December 31, 2016 2015 2014 (In thousands) Net income $219,414 $189,871 $181,412 Other comprehensive income (loss) before income taxes: Unrealized investment gains (losses): Equity in unrealized holding gains (losses) on investment securities held by subsidiaries 9,846 (41,171 ) 7,296 Change in unrealized holding gains/(losses) on investment securities 2,487 (2,745 ) (778 ) Reclassification adjustment for realized investment (gains) losses included in net income (1,088 ) 1,762 1,574 Foreign currency translation adjustments: Equity in unrealized foreign currency translation gains of subsidiaries 6,689 (41,929 ) (20,527 ) Total other comprehensive income (loss) before income taxes 17,934 (84,083 ) (12,435 ) Income tax expense (benefit) related to items of other comprehensive income (loss) 571 (791 ) 44 Other comprehensive income (loss), net of income taxes 17,363 (83,292 ) (12,479 ) Total comprehensive income $236,777 $106,579 $168,933 See the accompanying notes to condensed financial statements. See the accompanying report of independent registered public accounting firm. 108 Schedule II Condensed Financial Information of Registrant PRIMERICA, INC. (Parent Only) Condensed Statements of Cash Flows Year ended December 31, 2016 2015 2014 (In thousands) Cash flows from operating activities: Net income $219,414 $189,871 $181,412 Adjustments to reconcile net income to cash provided by (used in) operating activities: Equity in undistributed earnings of subsidiaries* (1) (89,820 ) (74,814 ) (70,472 ) Deferred tax provision 167 (1,434 ) (1,778 ) Change in income taxes (528 ) (138 ) 979 Realized investment (gains) losses, including other-than-temporary impairments (1,088 ) 1,762 1,574 Accretion and amortization of investments (118 ) 808 203 Depreciation and amortization - 6 23 Share-based compensation 1,227 1,031 998 Change in due to/from affiliates* (2,671 ) 2,689 998 Trading securities sold, matured, or called (acquired), net (51 ) - - Change in other operating assets and liabilities, net 555 3,135 (550 ) Net cash provided by (used in) operating activities 127,087 122,916 113,387 Cash flows from investing activities: Available-for-sale investments sold, matured or called: Fixed maturity securities — sold 29,759 71,019 45,312 Fixed-maturity securities — matured or called 79,914 100,900 53,512 Available-for-sale investments acquired: Fixed-maturity securities (1) (50,408 ) (72,131 ) (10,290 ) Net cash provided by (used in) investing activities 59,265 99,788 88,534 Cash flows from financing activities: Dividends paid (33,367 ) (32,807 ) (26,512 ) Common stock repurchased (150,057 ) (200,084 ) (147,922 ) Excess tax benefit on share-based compensation 5 61 163 Tax withholdings on share-based compensation (3,970 ) (7,615 ) (6,377 ) Cash proceeds from stock options exercised - 136 - Net cash provided by (used) in financing activities (187,389 ) (240,309 ) (180,648 ) Change in cash and cash equivalents (1,037 ) (17,605 ) 21,273 Cash and cash equivalents, beginning of period 15,029 32,634 11,361 Cash and cash equivalents, end of period $13,992 $15,029 $32,634 Supplemental disclosures of cash flow information: Interest paid $17,813 $17,813 $17,813 *Eliminated in consolidation. (1) Does not include $39.2 million, $12.9 million, and $188.9 million of fixed-maturity securities transferred from subsidiaries in the form of noncash dividends for the years ended December 31, 2016, 2015, and 2014, respectively. See the accompanying notes to condensed financial statements. See the accompanying report of independent registered public accounting firm. 109 Schedule II Condensed Financial Information of Registrant PRIMERICA, INC. (Parent Only) Notes to Condensed Financial Statements (A) Description of Business Primerica, Inc. (“we”, “us” or the “Company”) is a holding company with our primary asset being the capital stock of our wholly owned operating subsidiaries, and our primary liability being $375.0 million in principal amount of senior unsecured notes issued in a public offering in 2012 (the “Senior Notes”). Our subsidiaries assist clients in meeting their needs for term life insurance, which our insurance subsidiaries underwrite, and mutual funds, annuities, managed investments and other financial products, which our subsidiaries distribute primarily on behalf of third parties. Our primary subsidiaries include the following entities: Primerica Financial Services, Inc., a general agency and marketing company; Primerica Life Insurance Company ("Primerica Life"), our principal life insurance company; Primerica Financial Services (Canada) Ltd., a holding company for our Canadian operations, which includes Primerica Life Insurance Company of Canada and PFSL Investments Canada Ltd.; and PFS Investments Inc., an investment products company and broker-dealer. Primerica Life, domiciled in Massachusetts, owns National Benefit Life Insurance Company, a New York insurance company. In addition, we established Peach Re, Inc. ("Peach Re") and Vidalia Re, Inc. (“Vidalia Re”) as special purpose financial captive insurance companies domiciled in Vermont and wholly owned subsidiaries of Primerica Life. (B) Basis of Presentation These condensed financial statements reflect the results of operations, financial position and cash flows for the Company. We prepare our financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). These principles are established primarily by the Financial Accounting Standards Board (“FASB”). The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect financial statement balances, revenues and expenses and cash flows, as well as the disclosure of contingent assets and liabilities. Management considers available facts and knowledge of existing circumstances when establishing the estimates included in our financial statements. The most significant item that involves a greater degree of accounting estimates subject to change in the future is the determination of our investments in subsidiaries. Estimates for this and other items are subject to change and are reassessed by management in accordance with U.S. GAAP. Actual results could differ from those estimates. The accompanying condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Primerica, Inc. and subsidiaries included in Part II, Item 8 of this report. (C) Note Payable In July 2012, we issued the Senior Notes in a public offering at a price of 99.843% of the principal amount with an annual interest rate of 4.75%, payable semi-annually in arrears on January 15 and July 15. The Senior Notes mature on July 15, 2022. As unsecured senior obligations, the Senior Notes rank equally in right of payment with all existing and future unsubordinated indebtedness and senior to all existing and future subordinated indebtedness of the Company. The Senior Notes are structurally subordinated in right of payment to all existing and future liabilities of our subsidiaries. In addition, the Senior Notes contain covenants that restrict our ability to, among other things, create or incur any indebtedness that is secured by a lien on the capital stock of certain of our subsidiaries, and merge, consolidate or sell all or substantially all of our properties and assets. We were in compliance with the covenants of the Senior Notes at December 31, 2016. No events of default(s) occurred on the Senior Notes during the year ended December 31, 2016. (D) Dividends For the years ended December 31, 2016, 2015, and 2014, the Company received dividends from our non-life insurance subsidiaries of approximately $72.5 million, $86.5 million, and $71.3 million, respectively. For the years ended December 31, 2016, 2015, and 2014, the Company received dividends from our life insurance subsidiaries of approximately $117.0 million, $62.6 million, and $248.4 million, respectively. (E) Commitments and Contingent Liabilities Peach Re and Vidalia Re have each entered into separate coinsurance agreements with Primerica Life whereby Primerica Life has ceded certain level-premium term life insurance policies to Peach Re and Vidalia Re. In conjunction with these coinsurance agreements, we have capital maintenance agreements with both Peach Re and Vidalia Re. Each capital maintenance agreement requires us at times to make capital contributions to Peach Re and Vidalia Re to insure that their regulatory accounts, as defined in the coinsurance agreements with Primerica Life will not be less than $20.0 million for each financial captive insurance company. For Peach Re, the regulatory account will only be used to satisfy obligations under its coinsurance agreement after all other available 110 assets have been used, including a letter of credit issu ed by Deutsche Bank for the benefit of Primerica Life. For Vidalia Re, the regulatory account will only be used to satisfy obligations under its coinsurance agreement after all other available assets have been used including its held-to-maturity security u ltimately guaranteed by Hannover Life Reassurance Company of America. The Company is involved from time to time in legal disputes, regulatory inquiries and arbitration proceedings in the normal course of business. These disputes are subject to uncertainties, including large and/or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation. As such, the Company is unable to estimate the possible loss or range of loss that may result from these matters. 111 Schedule III Supplementary Insurance Information PRIMERICA, INC. Deferred policy acquisition costs Future policy benefits Unearned premiums Other policy benefits and claims payable Separate account liabilities (In thousands) December 31, 2016 Term Life Insurance $1,628,957 $5,464,851 $- $258,774 $- Investment and Savings Products 56,933 - - - 2,287,829 Corporate and Other Distributed Products 27,175 209,039 527 9,362 124 Total $1,713,065 $5,673,890 $527 $268,136 $2,287,953 December 31, 2015 Term Life Insurance $1,420,727 $5,221,188 $- $227,384 $- Investment and Savings Products 51,501 - - - 2,063,731 Corporate and Other Distributed Products 28,031 210,523 628 10,773 168 Total $1,500,259 $5,431,711 $628 $238,157 $2,063,899 Premium revenue Net investment income Benefits and claims Amortization of deferred policy acquisition costs Other operating expenses Premiums written (In thousands) Year ended December 31, 2016 Term Life Insurance $822,207 $7,634 $350,640 $172,812 $129,569 $- Investment and Savings Products - - - 6,148 374,117 - Corporate and Other Distributed Products 21,502 71,391 17,015 1,622 129,566 844 Total $843,709 $79,025 $367,655 $180,582 $633,252 $844 Year ended December 31, 2015 Term Life Insurance $728,181 $5,985 $322,232 $147,980 $120,538 $- Investment and Savings Products - - - 7,951 367,301 - Corporate and Other Distributed Products 22,043 70,524 17,083 1,796 128,340 908 Total $750,224 $76,509 $339,315 $157,727 $616,179 $908 Year ended December 31, 2014 Term Life Insurance $660,684 $4,444 $295,332 $133,331 $111,619 $- Investment and Savings Products - - - 8,734 356,351 - Corporate and Other Distributed Products 23,831 82,029 16,085 2,313 137,607 934 Total $684,515 $86,473 $311,417 $144,378 $605,577 $934 See the accompanying report of independent registered public accounting firm. 112 Schedule IV Reinsurance PRIMERICA, INC. Year ended December 31, 2016 Gross amount Ceded to other companies Assumed from other companies Net amount Percentage of amount assumed to net (Dollars in thousands) Life insurance in force $731,822,070 $643,364,460 $- $88,457,610 —% Premiums: Life insurance $2,442,968 $1,600,125 $- $842,843 —% Accident and health insurance 1,300 434 - 866 —% Total premiums $2,444,268 $1,600,559 $- $843,709 —% Year ended December 31, 2015 Gross amount Ceded to other companies Assumed from other companies Net amount Percentage of amount assumed to net (Dollars in thousands) Life insurance in force $696,939,187 $616,255,740 $- $80,683,447 —% Premiums: Life insurance $2,343,877 $1,594,606 $- $749,271 —% Accident and health insurance 1,567 614 - 953 —% Total premiums $2,345,444 $1,595,220 $- $750,224 —% Year ended December 31, 2014 Gross amount Ceded to other companies Assumed from other companies Net amount Percentage of amount assumed to net (Dollars in thousands) Life insurance in force $686,267,407 $607,218,906 $- $79,048,501 —% Premiums: Life insurance $2,299,355 $1,615,847 $- $683,508 —% Accident and health insurance 1,977 970 - 1,007 —% Total premiums $2,301,332 $1,616,817 $- $684,515 —% See the accompanying report of independent registered public accounting firm. 113 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Primerica, Inc. By: /s/ Alison S. Rand February 27, 2017 Alison S. Rand Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ D. Richard Williams Chairman of the Board February 27, 2017 D. Richard Williams /s/ John A. Addison, Jr. Chairman of Primerica Distribution and Director February 27, 2017 John A. Addison, Jr. /s/ Glenn J. Williams Chief Executive Officer (Principal Executive Officer) February 27, 2017 Glenn J. Williams /s/ Alison S. Rand Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) February 27, 2017 Alison S. Rand /s/ Joel M. Babbit Director February 27, 2017 Joel M. Babbit /s/ P. George Benson Director February 27, 2017 P. George Benson /s/ Gary L. Crittenden Director February 27, 2017 Gary L. Crittenden /s/ Cynthia N. Day Director February 27, 2017 Cynthia N. Day /s/ Mark Mason Director February 27, 2017 Mark Mason /s/ Robert F. McCullough Director February 27, 2017 Robert F. McCullough /s/ Beatriz R. Perez Director February 27, 2017 Beatriz R. Perez /s/ Barbara A. Yastine Director February 27, 2017 Barbara A. Yastine 114 Exhibit 10.2 EXECUTION VERSION AMENDED AND RESTATED 80% COINSURANCE AGREEMENT by and between PRIMERICA LIFE INSURANCE COMPANY (the “Ceding Company”) and PECAN RE INC. (the “Reinsurer”) Dated March 31, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 1 ARTICLE II REINSURANCE Section 2.1 Reinsurance 7 Section 2.2 Exclusions 7 Section 2.3 Territory 8 ARTICLE III COMMENCEMENT OF THE REINSURER’S LIABILITY Section 3.1 Commencement of the Reinsurer's Liability 8 ARTICLE IV REINSURANCE PREMIUMS, ALLOWANCES AND OTHER OBLIGATIONS Section 4.1 Reinsurance Premiums 8 Section 4.2 Allowances 8 Section 4.3 Other Obligations 9 Section 4.4 Third Party Reinsurance 9 ARTICLE V TAXES Section 5.1 Guaranty Fund Assessments 9 Section 5.2 Premium Taxes 9 Section 5.3 DAC Tax Election 9 ARTICLE VI CLAIMS Section 6.1 Notice of Claims 10 Section 6.2 Settlement Authority 10 Section 6.3 Claim Payments 10 Section 6.4 Misstatement of Age or Sex 10 ARTICLE VII REINSTATEMENTS Section 7.1 Reinstatements 10 ARTICLE VIII ACCOUNTING AND RESERVES Section 8.1 Monthly Reports 10 Section 8.2 Monthly Account Balance Reports 10 Section 8.3 Settlements 10 Section 8.4 Offset and Recoupment 11 Section 8.5 Currency 11 ARTICLE IX EXPENSES IN CONNECTION WITH THE REINSURED POLICIES Section 9.1 Expenses in Connection with the Reinsured Policies 11 ii ARTICLE X ERRORS AND OMISSIONS Section 10.1 Errors and Omissions 11 ARTICLE XI RECAPTURE Section 11.1 Recapture 12 Section 11.2 Notice of Recapture 12 Section 11.3 Recapture Fee 12 Section 11.4 Renewal Recapture 13 Section 11.5 Commutation Accounting and Settlement 13 Section 11.6 Limitation on Partial Recaptures 13 ARTICLE XII ACCESS TO BOOKS AND RECORDS Section 12.1 Access to Books and Records 13 ARTICLE XIII INSOLVENCY Section 13.1 Insolvency 14 ARTICLE XIV DISPUTE RESOLUTION Section 14.1 Consent to Jurisdiction 14 Section 14.2 Waiver of Jury Trial 14 Section 14.3 Specific Performance 14 ARTICLE XV REINSURANCE TRUST ACCOUNT Section 15.1 Reinsurance Trust Agreement 15 Section 15.2 Investment and Valuation of Trust Assets 15 Section 15.3 Adjustment of Trust Assets and Withdrawals 15 Section 15.4 Negotiability of Trust Assets 16 Section 15.5 Ceding Company's Withdrawals 16 Section 15.6 Return of Excess Withdrawals 16 Section 15.7 Costs of Trust 16 ARTICLE XVI THIRD PARTY BENEFICIARY Section 16.1 Third Party Beneficiary 17 ARTICLE XVII REPRESENTATIONS, WARRANTIES AND COVENANTS Section 17.1 Representations and Warranties of the Ceding Company 17 Section 17.2 Covenants of the Ceding Company 18 Section 17.3 Representations and Warranties of the Reinsurer 20 Section 17.4 Covenants of the Reinsurer 20 ARTICLE XVIII INDEMNIFICATION Section 18.1 Indemnification 21 iii ARTICLE XIX LICENSES; REGULATORY MATTERS Section 19.1 Licenses 21 Section 19.2 Regulatory Matters 21 ARTICLE XX DURATION OF AGREEMENT; TERMINATION Section 20.1 Duration 22 Section 20.2 Termination 22 Section 20.3 Survival 22 ARTICLE XXI MISCELLANEOUS Section 21.1 Entire Agreement 22 Section 21.2 Amendments 22 Section 21.3 Severability 22 Section 21.4 Governing Law 22 Section 21.5 Notices 23 Section 21.6 Consent to Jurisdiction 23 Section 21.7 Service of Process 24 Section 21.8 Failure to Pay 24 Section 21.9 Assignment and Retrocession 24 Section 21.10 Captions 24 Section 21.11 Treatment of Confidential Information 24 Section 21.12 No Waiver; Preservation of Remedies 25 Section 21.13 Calendar Days 25 Section 21.14 Counterparts 25 Section 21.15 Incontestability 25 Section 21.16 Interpretation 25 Section 21.17 Reasonableness 25 SCHEDULES Schedule A Identification of Reserves Schedule B No Conflict or Violation Exceptions Schedule C Stop Loss Assets Amount EXHIBITS Exhibit I Identification of Reinsured Policies Exhibit II Third Party Reinsurance Exhibit III Form of Monthly Report Exhibit IV Form of Monthly Account Balance Report Exhibit V Milliman Information Exhibit VI Milliman Report iv AMENDED AND RESTATED 80% COINSURANCE AGREEMENT This AMENDED AND RESTATED 80% COINSURANCE AGREEMENT (together with the Exhibits hereto, this “ Agreement ”) is made on this March 31, 2016 (the “ Restatement Date ”) by and between PRIMERICA LIFE INSURANCE COMPANY, a stock life insurance company domiciled in the Commonwealth of Massachusetts (together with its successors and permitted assigns, the “ Ceding Company ”) and PECAN RE INC., a special purpose financial insurance company organized under Section 6048f of Title 8 of the Vermont Statutes Annotated (together with its successors and permitted assigns, the “ Reinsurer ”), and hereby amends and restates in its entirety that certain 80% Coinsurance Agreement, dated as of March 31, 2010, by and between the Ceding Company and Prime Re (as defined below) (the “ Original Agreement ”). WHEREAS, the Ceding Company is engaged in the business of issuing certain life insurance policies and certain related riders; WHEREAS, the Ceding Company and Prime Reinsurance Company, Inc., a special purpose financial insurance company organized under Section 6048f of Title 8 of the Vermont Statutes Annotated (“ Prime Re ”), have entered into the Original Agreement, pursuant to which the Ceding Company has ceded and Prime Re has reinsured, on an indemnity reinsurance basis certain liabilities with respect to the Reinsured Policies (as defined herein); WHEREAS, the Ceding Company transferred certain assets to the Reinsurance Trust Accounts on behalf of Prime Re as initial consideration for the reinsurance provided hereunder; WHEREAS, Prime Re has assigned and transferred, by novation, the Original Agreement to the Reinsurer with the effect that the Reinsurer has succeeded to all rights, obligations, duties and liabilities of Prime Re under the Original Agreement, whenever arising, and the Reinsurer has accepted such assignment, transfer and novation (the “ Novation ”) pursuant to a Novation Agreement between the Ceding Company, the Reinsurer and Prime Re (the “ Novation Agreement ”); and WHEREAS, in connection with the Novation, the Ceding Company and the Reinsurer have agreed to amend and restate the Original Agreement in the form of this Agreement. NOW THEREFORE, in consideration of the mutual and several promises and undertakings herein contained, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Ceding Company and the Reinsurer (individually, a “ Party ” and collectively, the “ Parties ”), hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. The following terms, when used in this Agreement, shall have the meanings set forth in this Article I. (a) “Administrative Practices” shall have the meaning specified in Section 17.2(a). (b) “ Affiliate ” means, with respect to a Party, any entity that controls, is controlled by or is under common control with such Party. (c) “ Agreement ” shall have the meaning specified in the Preamble. 1 (d) “ Applicable Law ” means any domestic or foreign, federal, state or local statute, law, ordinance or code, or any written rules, regulations or administrative interpretations issued by any Governmental Authority pursuant to any of the foregoing, in each case applicable to any Party, and any order, writ, injunction, directive, judgment or decree of a court of competent jurisdiction applicable to the Parties. (e) “Approval Period” means forty-five (45) calendar days, and any forty-five (45) day extension thereof as consented to by the Ceding Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided , however , the Ceding Company shall not be required to consent to extend the Approval Period beyond an additional forty-five (45) days, for a total of ninety (90) days. (f) “ Business Day ” means any day other than a day on which banks in Zurich, Switzerland, the State of Vermont, the State of Missouri or the Commonwealth of Massachusetts are permitted or required to be closed. (g) “ Capital Maintenance Agreement ” means the Capital Maintenance Agreement, dated as of March 31, 2016, by and between Swiss Reinsurance Company Ltd and the Reinsurer. (h) “ Capital Maintenance Failure ” shall have the meaning specified in Section 11.1(e). (i) “ Ceding Company ” shall have the meaning specified in the Preamble. (j) “ Change of Control ” shall have the meaning specified in Section 21.11. (k) “ Claims ” means any and all claims, requests, demands or notices made under a Reinsured Policy for payment of benefits or other obligations, including death benefits, waived premiums, returned premium or any other payments alleged to be due in accordance with the terms and conditions of such Reinsured Policy. (l) “ Code ” shall have the meaning specified in Section 5.3. (m) “ Collateralized Stop Loss Reinsurance Agreement ” means the Collateralized Stop Loss Reinsurance Agreement, dated as of March 31, 2016, by and between Prime Re and the Reinsurer. (n) “ Commissioner ” means the Commissioner of Insurance of the State of Vermont. (o) “ Commissions ” means the contractual amounts earned by and the bonuses paid to the Ceding Company's sales representatives in connection with the Reinsured Policies on and after the Effective Date. (p) “ Commutation Payment ” shall have the meaning specified in Section 11.5. (q) “ Confidential Information ” shall have the meaning specified in Section 21.11. (r) “ Conversion ” means the issuance by the Ceding Company of a new Coverage in replacement of a Coverage under a Reinsured Policy pursuant to an option granted under the terms of such Reinsured Policy; provided , however , in no event shall Conversions include any Renewal. (s) “ Coverage ” means, with respect to any Policy, one or more life insurance coverages issued by the Ceding Company. A single Policy may have multiple Coverages issued to multiple individuals and such multiple Coverages, in turn, may have different Original Initial Level Premium Periods, all within a single Policy. 2 (t) “ Covered Liabilities ” means all liabilities incurred by the Ceding Company under the express terms of the Reinsured Policies (including End of Term Renewals) and all Reinsured ECOs; provided , however , in no event shall Covered Liabilities include any Excluded Liabilities. (u) “ DAC Tax Election ” shall have the meaning specified in Section 5.3. (v) “ Direct Premiums ” means all premiums actually received from the Policyholders attributable to the Reinsured Policies from and after the Effective Date and waived premiums on such Policies. (w) “ Effective Date ” means January 1, 2010. (x) “ Eligible Assets ” means cash in United States dollars, certificates of deposit issued by a United States bank and payable in United States dollars, and investments permitted by M.G.L. c. 175 or any combination of the above, provided investments in or issued by an entity controlling, controlled by or under common control with either the Ceding Company or the Reinsurer shall not exceed 5% of total investments. Commercial paper and other obligations of institutions must be issued by a corporation (other than the Ceding Company, Prime Re or the Reinsurer, or any Affiliate of any of them) which is organized and existing under the laws of the United States of America, unless otherwise allowed by M.G.L. c. 175. The Eligible Assets are further subject to and limited by, the investment guidelines set forth in the Reinsurance Trust Agreement. (y) “ End of Term Conversion ” means, with respect to a Coverage under a Reinsured Policy, a Conversion that occurs (i) at any time during the two year period ending on the last day of the Original Initial Level Premium Period of a Coverage or (ii) after the last day of such period. (z) “End of Term Renewal ” means with respect to any Coverage, a Renewal thereof that occurs at the end of the Original Initial Level Premium Period in respect of such Coverage. (aa) “ Excess of Loss Reinsurance Agreement ” means the Excess of Loss Reinsurance Agreement, dated as of March 31, 2016, by and between Prime Re and the Reinsurer. (bb) “ Excess Withdrawal Amount ” shall have the meaning specified in Section 15.6. (cc) “ Excluded Liabilities ” shall have the meaning specified in Section 2.2. (dd) “ Existing Practice ” shall have the meaning specified in Section 17.2(a). (ee) “ Expense Allowance ” means an annualized per base policy expense allowance equal to the Reinsurer's Quota Share multiplied by $42.50 for each Reinsured Policy payable on a monthly basis, which amount shall be increased (i) by 3% on the first anniversary date of the Effective Date and (ii) thereafter, by a compounded rate equal to the percentage increase, if any, in the employment cost index published by the United States Bureau of Labor Statistics at http://www.bls.gov on each subsequent anniversary date of the Effective Date. (ff) “ Extra-Contractual Obligations ” means all liabilities, obligations and expenses not arising under the express terms and conditions of any Reinsured Policy, whether such liabilities, obligations or expenses are owing to an insured, a Governmental Authority or any other Person in connection with such Reinsured Policy, including (a) any liability for punitive, exemplary, consequential, special, treble, tort, bad faith or any other form of extra- contractual damages, (b) damages or claims in excess of the applicable policy limits of the Reinsured Policies, (c) statutory or regulatory damages, fines, penalties, forfeitures and similar charges of a penal or disciplinary nature, and (d) liabilities and obligations arising out of any act, error or omission, whether or not intentional, in bad faith or otherwise, including any act, error or omission relating to (i) the form, marketing, production, issuance, sale, cancellation or administration of Reinsured Policies or (ii) the failure to pay or the delay in payment of claims, benefits, disbursements or any other amounts due or alleged to be due under or in connection with Reinsured Policies (exclusive of interest on payments to Policyholders, as determined in accordance with the 3 laws of the jurisdiction applicable to such Reinsured Policy). For avoidance of doubt, any liabilities, obligations and expenses relating to any change in the Reinsured Policies arising out of or resulting from litigation, arbitration or settlements will be deemed Extra-Contractual Obligations. (gg) “ Fair Value ” shall have the meaning specified in the Reinsurance Trust Agreement. (hh) “ Governmental Authority ” means any federal, state, county, local, foreign or other governmental or public agency, instrumentality, commission, authority or self-regulatory organization, board or body. (ii) “ Indemnification Claims ” shall have the meaning specified in Section 18.1. (jj) “ Initial Ceding Commission ” shall have the meaning specified in the Original Agreement. (kk) “ Insurance Division ” means the Massachusetts Division of Insurance. (ll) “ Interest Maintenance Reserves ” means the reserves required to be established under SAP as liabilities on a life insurer's statutory financial statements applicable to all types of fixed income investments. (mm) “ Massachusetts SAP ” means the statutory accounting and actuarial principles and practices prescribed or permitted by the Insurance Division for Massachusetts domestic life insurance companies. (nn) “ Milliman ” shall have the meaning specified in Section 17.1(e). (oo) “ Milliman Information ” shall have the meaning specified in Section 17.1(e). (pp) “ Milliman Report ” means the report attached hereto as Exhibit VI. (qq) “ Monthly Account Balance Report ” shall have the meaning specified in Section 8.2. (rr) “ Monthly Report ” shall have the meaning specified in Section 8.1. (ss) “ Net Premium ” shall have the meaning specified in Section 4.1. (tt) “ Novation ” shall have the meaning specified in the Recitals. (uu) “ Novation Agreement ” shall have the meaning specified in the Recitals. (vv) “ Original Agreement ” shall have the meaning specified in the Preamble. (ww) “ Original Initial Level Premium Period ” means, with respect to each Reinsured Policy, the period beginning with the original issue date of a Coverage and ending with the first premium increase date identified within such Reinsured Policy on which premiums for such Coverage will increase without a corresponding increase in the terms or limits of such Coverage. (xx) “ Parties ” shall have the meaning specified in the Recitals. (yy) “ Pecan-Funded Reserves Trust Account ” shall have the meaning specified in Section 15.1. 4 (zz) “ Pecan-Funded Reserves Trust Account Required Balance ” means, as of any date, the amount equal to the difference between (i) Reinsurer's Quota Share of the Statutory Reserves with respect to the Reinsured Policies and (ii) the Stop Loss Assets Amount. (aaa) “ Pecan-Funded Security Balance ” means, as of the last day of each calendar quarter, the aggregate Fair Value as of such date of the Eligible Assets maintained in the Pecan-Funded Reserves Trust Account. (bbb) “ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. (ccc) “ Policies ” means term life insurance base policies and riders thereto issued by the Ceding Company. (ddd) “ Policyholders ” means the owners or holders of one or more of the Reinsured Policies. (eee) “ Premium Taxes ” means any taxes imposed on premiums relating to the Reinsured Policies. (fff) “ Prime-Funded Reserves Trust Account ” shall have the meaning specified in Section 15.1. (ggg) “ Prime-Funded Reserves Trust Account Required Balance ” means, as of any date, the amount equal to the Stop Loss Assets Amount. (hhh) “ Prime-Funded Security Balance ” means, as of the last day of each calendar quarter, the aggregate Fair Value as of such date of the Eligible Assets maintained in the Prime-Funded Reserves Trust Account. (iii) “ Prime Rate ” means, as of any day, a fluctuating interest rate per annum equal to the average (rounded upward to the nearest 1/16 of 1%) of the “prime” rate of interest announced publicly by Bank of America, N.T. & S.A., The Chase Manhattan Bank, N.A., Citibank N.A. and Morgan Guaranty Trust Company of New York. If any of these banks does not publicly announce a prime rate, the Ceding Company and the Reinsurer (or its designee) shall jointly select another bank that publicly announces a prime rate and the prime rate publicly announced by that bank shall be used. (jjj) “ Prime Re ” shall have the meaning specified in the Recitals. (kkk) “ Primerica ” means Primerica, Inc., a Delaware corporation. (lll) “ Recapture Fee ” shall have the meaning specified in Section 11.3. (mmm) “ Recapture Notice ” shall have the meaning specified in Section 11.2. (nnn) “ Reinstatement ” shall have the meaning specified in Section 7.1. (ooo) “ Reinsurance Credit Notice ” shall have the meaning specified in Section 11.1(b). (ppp) “ Reinsurance Trust Accounts ” shall have the meaning specified in Section 15.1. 5 (qqq) “ Reinsurance Trust Agreement ” means the Amended and Restated 80% Coinsurance Trust Agreement, dated as of March 31, 2016, by and among the Ceding Company, the Reinsurer and The Bank of New York Mellon, as amended, supplemented, novated or otherwise modified from time to time, and at any time. (rrr) “ Reinsured ECOs ” means (i) Extra-Contractual Obligations paid by the Ceding Company to a single (or joint) policyholder or beneficiary in the ordinary course of business, consistent with prudent business practices and (ii) Extra-Contractual Obligations arising in circumstances where the Reinsurer is an active party and directs or consents to the act, omission or course of conduct occurring after the date hereof that resulted in such Extra- Contractual Obligation; provided , however , that Reinsured ECOs shall not include any liabilities: (x) relating to class actions of any kind; (y) relating to sales, marketing or distribution practices of the Ceding Company or its sales representatives directed or applied to any specific class of policyholders as indicated on the underwriting records of the Ceding Company; or (z) relating to or based on violations of, or noncompliance with, Applicable Law by the Ceding Company. Notwithstanding the foregoing, the term “Reinsured ECOs” shall not include any punitive, exemplary, consequential, special, treble, tort, bad faith or any other form of extra-contractual damages to the extent not permitted to be insured or reinsured under applicable law. (sss) “ Reinsured Policies ” means Policies issued (i) on the policy forms identified in Exhibit I and riders thereto in force as of 11:59 p.m. (EST) on December 18, 2009 and (ii) as a result of any Conversions thereto, but not including any End of Term Conversions arising from Coverages with an Original Initial Level Premium Period ending on or after January 1, 2017. (ttt) “ Reinsurer ” shall have the meaning specified in the Preamble. (uuu) “ Reinsurer's Quota Share ” means eighty percent (80%) or such other percentage as modified to reflect a partial recapture of the Reinsurer's Quota Share of the Reinsured Policies pursuant to the terms and conditions specified in Section 2.1 and Article XI. (vvv) “ Renewal ” means the continuation of Coverage under a Reinsured Policy after the end of the Original Initial Level Premium Period of such Coverage in accordance with the terms of such Reinsured Policy. (www) “ Renewal Recapture Right ” shall have the meaning specified in Section 11.4. (xxx) “ Representatives ” shall have the meaning specified in Section 12.1. (yyy) “ Required Balance ” means, as of any date, the amount equal to the Reinsurer's Quota Share of the Statutory Reserves with respect to the Reinsured Policies. (zzz) “ Restatement Date ” shall have the meaning specified in the Preamble. (aaaa) “ Retained Asset Account ” means the Primerica Estate Account identified in the financial statements of the Ceding Company, reflecting death benefit proceeds retained by the Ceding Company on behalf of beneficiaries and available to such beneficiaries on demand. (bbbb) “ SAP ” means statutory accounting principles. (cccc) “Security Balance” means, as of the last day of each calendar quarter following the date hereof, the aggregate Fair Value as of such date of the Eligible Assets maintained in the Reinsurance Trust Accounts. (dddd) “ Statutory Financial Statement Credit ” means credit for reinsurance permitted by the Massachusetts General Laws on the Ceding Company's statutory financial statements filed in the Commonwealth of Massachusetts with respect to the Reinsured Policies. 6 (eeee) “ Statutory Reserves ” means, as of any date, all reserves set forth on Schedule A as of such date corresponding to liabilities of a type or kind identified as Covered Liabilities, related to the Reinsured Policies, such amount as determined by the Ceding Company in accordance with the methodologies used by the Ceding Company to calculate such amounts for purposes of its statutory financial statements prepared in accordance with Massachusetts SAP and generally consistent with past practices as of all dates without giving effect to this Agreement. (ffff) “ Stop Loss Assets Amount ” means, in respect of any calendar quarter, the amount set forth in Schedule C. (gggg) “ Then Current Practice ” shall have the meaning specified in Section 17.2(a). (hhhh) “ Third Party Accountant ” means an independent accounting firm which is mutually acceptable to Ceding Company and Reinsurer, or, if Ceding Company and Reinsurer cannot agree on such an accounting firm, an independent accounting firm mutually acceptable to Ceding Company's and Reinsurer's respective independent accountants. (iiii) “ Third Party Reinsurance ” means reinsurance of the Reinsured Policies placed with third party reinsurers as identified and summarized in Exhibit II (as such Exhibit II may be amended from time to time, and at any time). (jjjj) “ Third Party Reinsurance Premiums ” means all premiums paid by the Ceding Company on or after the Effective Date for coverage under Third Party Reinsurance, net of refunds of unearned premiums on lapse (except that the refund of unearned premiums shall only apply for premiums payable under Third Party Reinsurance on or after the Effective Date). (kkkk) “ Top-Up Notice ” shall have the meaning specified in Section 8.3(b). (llll) “ Trust Assets ” shall have the meaning specified in Section 15.2. (mmmm) “ Trustee ” means the trustee under the Reinsurance Trust Agreement. ARTICLE II REINSURANCE Section 2.1 Reinsurance . Subject to the terms and conditions of this Agreement, the Ceding Company hereby cedes on an indemnity basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to reinsure on an indemnity basis, the Reinsurer's Quota Share of the Covered Liabilities, provided, however, in the event of a recapture involving a pro rata portion of the Reinsurer's Quota Share of the Reinsured Policies pursuant to Article XI hereof, the Reinsurer's Quota Share of the Covered Liabilities will be proportionately reduced. The Reinsurer's Quota Share of Covered Liabilities shall be reduced, but not below zero, by the Reinsurer's Quota Share of Third Party Reinsurance for Covered Liabilities in accordance with the respective terms thereof, to the extent such Third Party Reinsurance is actually collected. Section 2.2 Exclusions . Notwithstanding any provision of this Agreement to the contrary, the Reinsurer shall not be liable for any liabilities or obligations of the Ceding Company that are: (a) liabilities relating to benefits, including, but not limited to, terminal illness benefits, other than life insurance death benefits, any related waiver of premium coverages and write-offs of terminal illness policy loan balances; (b) any liabilities resulting from any coverage added after the Effective Date to a Reinsured Policy that is not a Conversion or Renewal or otherwise required or permitted by the terms of such Reinsured Policy in effect on the Effective Date, unless such additional coverage is required by Applicable Law or has been approved in writing in advance by the Reinsurer; 7 (c) any liabilities relating to deaths occurring prior to the Effective Date; (d) Extra-Contractual Obligations, other than Reinsured ECOs; (e) any loss or liabilities relating to or arising from the Ceding Company's Retained Asset Account for the Reinsured Policies; (f) any losses or liabilities arising under any End of Term Conversion occurring on or after January 1, 2017; (g) any loss or liabilities relating to or arising from actions taken by the Ceding Company without the consent of the Reinsurer as required by Section 17.2(b) hereof; (h) any loss or liabilities relating to or arising from claims made, or lawsuits brought, by agents of the Ceding Company; and (i) all liabilities or obligations of any kind or nature whatsoever that do not relate to the Reinsured Policies (collectively, (a)-(i) constitute the “ Excluded Liabilities ”). Section 2.3 Territory . The reinsurance provided under this Agreement shall apply to the Covered Liabilities covering lives and risks wherever resident or situated. ARTICLE III COMMENCEMENT OF THE REINSURER'S LIABILITY Section 3.1 Commencement of the Reinsurer's Liability . Except as otherwise set forth in this Agreement, the Reinsurer's liability under this Agreement shall attach simultaneously with that of the Ceding Company, and all reinsurance with respect to which the Reinsurer shall be liable by virtue of this Agreement shall be subject in all respects to the same risks, terms, rates, conditions, interpretations, and to the same modifications, alterations, cancellations and receivables under Third Party Reinsurance, as the respective Reinsured Policies to which liability under this Agreement attaches, the true intent of this Agreement being that the Reinsurer shall, in every case to which liability under this Agreement attaches and always subject to the Excluded Liabilities, follow the fortunes of the Ceding Company. ARTICLE IV REINSURANCE PREMIUMS, ALLOWANCES AND OTHER OBLIGATIONS Section 4.1 Reinsurance Premiums . As consideration for the reinsurance provided herein, on a monthly basis during the term of this Agreement, the Ceding Company shall pay to the Reinsurer the Reinsurer's Quota Share of Direct Premiums net of the Reinsurer's Quota Share of Third Party Reinsurance Premiums (the “ Net Premium ”). The Net Premium shall be paid in accordance with Article VIII. Section 4.2 Allowances . At each month end following the date hereof, the Reinsurer shall pay the Ceding Company the Expense Allowance calculated on the basis of the number of Reinsured Policies in force on such date. The number of Reinsured Policies in force for each calendar month shall be determined by adding the number of Reinsured Policies in force on the last day of the prior calendar month and the number of Reinsured Policies in force on the last day of the current calendar month and dividing that total by two (2); provided , however , if there are any End of Term Renewals, the Expense Allowance for the Reinsured Policies associated with such End of Term Renewals that start after December 31, 2016 will be zero. The Expense Allowance shall be payable in accordance with Article VIII. 8 Section 4.3 Other Obligations . On a monthly basis during the term of this Agreement, the Reinsurer shall pay the Ceding Company the Reinsurer's Quota Share of the following amounts: (i) 2.3% of premiums collected for such month in connection with the Reinsured Policies as a provision for Premium Taxes incurred by the Ceding Company; (ii) $50 for each new Conversion which results in the issuance of a Reinsured Policy (including the issuance of one or more riders to a base Policy); (iii) Commissions for each Reinsured Policy; and (iv) any out-of-pocket underwriting fees associated with Reinstatements. Section 4.4 Third Party Reinsurance . The Ceding Company shall pay to the Reinsurer the Reinsurer's Quota Share of all ceding commissions and any Premium Tax or other expense allowances collected by the Ceding Company from the reinsurers under Third Party Reinsurance. ARTICLE V TAXES Section 5.1 Guaranty Fund Assessments . Except as provided in Section 4.2, the Reinsurer shall not reimburse the Ceding Company for any guaranty fund assessments arising on account of premiums on the Reinsured Policies. Section 5.2 Premium Taxes . The Ceding Company shall be liable for all Premium Taxes. The Reinsurer shall pay to the Ceding Company a provision for Premium Taxes incurred in connection with premiums received under the Reinsured Policies in accordance with Section 4.3. Section 5.3 DAC Tax Election . (a) The Ceding Company and the Reinsurer agree to the election pursuant to Treasury Regulations section 1.848-2(g)(8) (such election being referred to as the “ DAC Tax Election ”), whereby: (i) the party with the net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of section 848(c)(1) of the Internal Revenue Code of 1986, as amended (the “ Code ”); (ii) the parties agree to exchange information pertaining to the amount of net consideration under this Agreement each year to ensure consistency. If requested, the Ceding Company will provide supporting information reasonably requested by the Reinsurer. The parties also mutually agree to exchange information otherwise required by the U.S. Internal Revenue Service. (The term “net consideration” will refer to the net consideration as defined in Treasury Regulations section 1.848-2(f)); and (iii) this DAC Tax Election will be effective for the first taxable year in which this Agreement is effective and for all years for which this Agreement remains in effect. (b) The Ceding Company and the Reinsurer will each attach a schedule to their respective federal income tax returns filed for the first taxable year for which this DAC Tax Election is effective. Such schedule shall identify the Agreement as a reinsurance agreement for which the DAC Tax Election under Treasury Regulations section 1.848-2(g)(8) has been made. (c) Each of the Ceding Company and the Reinsurer represents and warrants that it is subject to U.S. taxation under the provisions of subchapter L of Chapter 1 of the Code. 9 ARTIC LE VI CLAIMS Section 6.1 Notice of Claims . Claim amounts less than or equal to $250,000 (net of amounts recoverable under Third Party Reinsurance) will be reported by the Ceding Company to the Reinsurer on a bordereau basis, and all other Claims shall be reported, with such information as may be reasonably requested by the Reinsurer, on an individual basis, in each case in accordance with Section 8.1. Section 6.2 Settlement Authority . The Ceding Company shall have full authority to determine liability on any Claim reinsured hereunder and may settle losses as it deems appropriate, but in so doing it shall act with the skill and diligence commonly expected from qualified personnel performing such duties for U.S. life insurance companies and consistent with the Ceding Company's Then Current Practice. Section 6.3 Claim Payments . Following receipt by the Reinsurer of the Monthly Report setting forth the Ceding Company's payment of any Covered Liabilities reinsured hereunder, the Reinsurer shall make payment of the Reinsurer's Quota Share of the Covered Liabilities in accordance with Article VIII. Section 6.4 Misstatement of Age or Sex . In the event of an increase or reduction in the amount of the Ceding Company's insurance on any Reinsured Policy because of an overstatement or understatement of age or misstatement of sex, established during the life, or after the death, of the insured, the Reinsurer will share in such increase or reduction in proportion to the Reinsurer's Quota Share. ARTICLE VII REINSTATEMENTS Section 7.1 Reinstatements . If a Reinsured Policy is reinstated in accordance with its terms and the Ceding Company's reinstatement rules as in effect on the Effective Date (a “ Reinstatement ”), the reinsurance of such Reinsured Policy will be restored as if no change had occurred. In such a case, the Ceding Company shall promptly pay the Reinsurer the Reinsurer's Quota Share of the Net Premiums attributable to such Reinstatement. ARTICLE VIII ACCOUNTING AND RESERVES Section 8.1 Monthly Reports . Within twenty (20) Business Days after the end of each calendar month, the Ceding Company shall deliver to the Reinsurer the following monthly reports (each a “ Monthly Report ”) substantially in the form set forth in Exhibit III hereto: (i) Monthly Settlement Report; (ii) Policy Exhibit; (iii) Reserve Report; (iv) Claim Reserve Report; (v) Bordereau Report; and (vi) Non-Bordereau Claims Report. Section 8.2 Monthly Account Balance Reports . No later than ten (10) Business Days after the end of each calendar month, the Ceding Company shall prepare and deliver to the Reinsurer a report in the form and containing the information set forth in Exhibit IV (each a “ Monthly Account Balance Report ”). Section 8.3 Settlements . (a) All monthly settlements shall be effected as follows: (i) if the Monthly Report shows that the Ceding Company owes the Reinsurer a positive amount, the Ceding Company will pay the amount owed simultaneously with the delivery to the Reinsurer of the Monthly Report and (ii) if the Monthly Report shows that the Reinsurer owes the Ceding Company a positive amount, the Reinsurer shall pay the amount owed within twenty (20) Business Days after receiving the Monthly Report, it being understood that, for purposes of this Section 8.3(a), appropriate adjustments shall be made for withdrawals and reimbursements made during the month by the Ceding Company pursuant to Sections 15.5 and 15.6. 10 (b) If the Reserve Report provided to the Reinsurer for the last month of a calendar quarter shows that (i) for so long as there is a separate Prime-Funded Reserves Trust Account and Pecan-Funded Reserves Trust Account contemplated by the Reinsurance Trust Agreement (A) the Pecan- Funded Security Balance is less than the Pecan-Funded Reserves Trust Account Required Balance as of the end of the immediately preceding calendar quarter or (B) the Prime-Funded Security Balance is less than the Prime-Funded Reserves Trust Account Required Balance as of the end of the immediately preceding calendar quarter or (ii) otherwise, the Security Balance is less than the Required Balance as of the end of the immediately preceding calendar quarter, in each case the Ceding Company shall notify the Reinsurer of the amount of the deficiency (the “ Top-Up Notice ”). The Top-Up Notice shall be delivered to the Reinsurer at the same time as the copy of the Monthly Report for the same calendar quarter. (c) All settlements of account between the Ceding Company and the Reinsurer shall be made in cash or its equivalent. Section 8.4 Offset and Recoupment. Each Party, at its option, may offset or recoup any balance or balances, whether on account of premiums, Expense Allowances, claims and losses, Excess Withdrawal Amounts from the Pecan-Funded Reserves Trust Account and interest accrued thereon or amounts otherwise due from one Party to the other under this Agreement or other ag reements between the Parties, or as a result of damages awarded to either Party pursuant to litigation or otherwise, which shall be deemed mutual debts or credits, as the case may be; provided, however, that the Party electing such right with respect to matters not reflected in the Monthly Reports shall notify the other Party in writing of its election to do so. Section 8.5 Currency . All financial data required to be provided pursuant to the terms of this Agreement shall be expressed in United States dollars. All payments and all settlements of account between the Parties shall be in United States currency unless otherwise agreed by the Parties. ARTICLE IX EXPENSES IN CONNECTION WITH THE REINSURED POLICIES Section 9.1 Expenses in Connection with the Reinsured Policies . The Ceding Company shall pay for all expenses and charges incurred in connection with the Reinsured Policies including medical examinations, inspection fees, and other fees. Except as provided in Section 4.2 and Section 4.3, such amounts shall not be reimbursed by the Reinsurer. ARTICLE X ERRORS AND OMISSIONS Section 10.1 Errors and Omissions . Subject to the terms of this Agreement, neither Party hereto shall be prejudiced in any way by inadvertent errors or omissions made by such Party in connection with this Agreement provided such errors and omissions are corrected promptly following discovery thereof. Upon the discovery of an inadvertent error or omission by either Party hereto, appropriate adjustments shall be made as soon as practicable to restore the Parties to the fullest extent possible to the position they would have been in had no such inadvertent error or omission occurred. 11 ARTIC LE XI RECAPTURE Section 11.1 Recapture . The Ceding Company may in accordance with the provisions of this Article XI recapture, in its sole discretion, all or a pro rata portion of all of the Reinsurer's Quota Share of the Reinsured Policies upon the occurrence of one of the following events: (a) If the Reinsurer becomes insolvent or if the Commissioner has instituted a proceeding or entered a decree or order for the appointment of a rehabilitator or liquidator; (b) If the Reinsurer fails to take steps reasonably satisfactory to the Ceding Company to assure the Ceding Company of full Statutory Financial Statement Credit for the Reinsured Policies within forty-five (45) calendar days of Reinsurer's receipt of written notice from the Ceding Company (a “ Reinsurance Credit Notice ”) that the Ceding Company has been advised by any Governmental Authority that the Governmental Authority will deny or has denied Statutory Financial Statement Credit on any financial statement filed by the Ceding Company with such Governmental Authority; (c) If the Reinsurer is in material breach of any other representation, warranty or covenant under this Agreement and the Reinsurer fails to cure any such material breach of any representation, warranty or covenant hereunder within sixty (60) calendar days of receipt of written notice of such breach by the Reinsurer, unless such breach constitutes a Capital Maintenance Failure, in which case the provision in Section 11.1(e) shall apply and this provision shall not apply; (d) If the Reinsurer fails in any material respects to fund, or cause to be funded, either of the Reinsurance Trust Accounts to the amount required after receipt of the Top-Up Notice under Section 15.3(d) within the time period specified therein, and the Reinsurer fails to cure any such funding deficiency within twenty (20) Business Days of receipt of written notice of such funding deficiency by the Reinsurer and the Security Balance is less than the Required Balance; or (e) If there is a Capital Maintenance Failure under the Capital Maintenance Agreement. For purposes of this Section 11.1(e), a “ Capital Maintenance Failure ” occurs at the end of any Approval Period when (i) the Reinsurer's Total Adjusted Capital is less than the Capital Threshold (as such terms are defined in the Capital Maintenance Agreement) and (ii) the Reinsurer fails to obtain a payment from the Obligor (as defined in the Capital Maintenance Agreement) in the amount of the deficiency within the Approval Period beginning on the date a demand is made by or on behalf of the Reinsurer for such payment in accordance with Section 2(a) of the Capital Maintenance Agreement. The Reinsurer shall reimburse the Ceding Company for actual reasonable expenses incurred by the Ceding Company pursuant to this Section 11.1(e). Section 11.2 Notice of Recapture . The Ceding Company shall notify the Reinsurer in writing of the reasons for, and the effective date of, the recapture ninety (90) calendar days prior to the effective date of recapture (the “Recapture Notice”); provided, however, that the recapture shall not be deemed to be consummated until the final accounting described in Section 11.4 of this Article XI has been completed and the Reinsurer has paid the Commutation Payment, if any. Section 11.3 Recapture Fee. The Ceding Company shall pay a recapture fee (the “ Recapture Fee ”) to the Reinsurer upon the occurrence of any recapture of the Reinsured Policies pursuant to Section 11.1(b) if such recapture was triggered by the inability of the Ceding Company to obtain full Statutory Financial Statement Credit for the Reinsured Policies due to actions taken by the Ceding Company or its Affiliates; provided , however , that if the Reinsurer is in material breach of any representation, warranty or covenant under this Agreement at the time a recapture is triggered under Section 11.1(b), no Recapture Fee will be due and payable by the Ceding Company. The Recapture Fee shall be equal to an amount to be determined by an actuarial appraisal prepared by a nationally recognized independent actuarial firm in accordance with methodologies agreed upon by the Ceding Company and Reinsurer to determine the value of the Reinsured Policies at such time in a manner consistent with the valuation of the Reinsured Policies as set forth in the Milliman Report and consistent with the determination of the Initial Ceding Commission based on such valuation. 12 Section 11.4 Renewal Recapture . The Ceding Company shall also have the right, upon prior written notice to the Reinsurer, to recapture, in its sole discretion, all or a pro rata portion of End of Term Renewals arising from Policies with an Original Initial Level Premium Period ending on or after January 1, 2017 (the “ Renewal Recapture Right ”). No Recapture Fee is payable in connection with the recapture of any End of Term Renewal. Section 11.5 Commutation Accounting and Settlement . In the event of any recapture under this Article XI or termination under Section 21.8, the Reinsurer shall pay to the Ceding Company an amount equal to (i) the Reinsurer's Quota Share of the Statutory Reserves, Interest Maintenance Reserves (but only to the extent the Ceding Company's Interest Maintenance Reserves are increased) and advance premiums, if applicable, attributable to the Reinsured Policies being recaptured, in each case, calculated as of the effective date of the recapture set forth in the Recapture Notice; minus (ii) any amounts due to the Reinsurer but unpaid under this Agreement, including the Recapture Fee, if any, and net deferred premiums; plus (iii) any amounts due to the Ceding Company but unpaid under this Agreement (collectively, the “ Commutation Paymen t”); provided , however , that, if the amount calculated pursuant to clause (ii) of this subsection exceeds the amounts calculated pursuant to clauses (i) and (iii) of this subsection, the Ceding Company shall pay to the Reinsurer the amount of such excess. Following recapture and payment to the appropriate Party of the net Commutation Payment required hereunder, neither Party shall have further liability to the other Party hereunder with respect to the recaptured business. Section 11.6 Limitation on Partial Recaptures . Notwithstanding the provisions of Section 11.1, the Ceding Company shall not be permitted to effect a partial recapture pursuant to Section 11.1 if, after giving effect to the recapture, the Statutory Reserves would be less than U.S. $100,000,000. ARTICLE XII ACCESS TO BOOKS AND RECORDS Section 12.1 Access to Books and Records . (a) The Ceding Company shall, upon reasonable notice, provide to the Reinsurer, and the counsel, financial advisors, accountants, actuaries and other representatives of the Reinsurer (the “ Representatives ”) access, at the Reinsurer's sole cost and expense, to review, inspect, examine and reproduce the Ceding Company's books, records, accounts, policies, practices and procedures, including underwriting policy, claims administration guidelines and sales and Conversion practices, relating to the Reinsured Policies, including any audits and self assessments conducted by the Ceding Company as well as any unaudited information provided to Primerica in connection with Primerica's public company reporting requirements, at the place such records are located, and to discuss such matters with the employees, external auditors and external actuaries of the Ceding Company that are knowledgeable about such records, without undue disruption of the normal operations of the Ceding Company. (b) The Reinsurer and its Representatives shall have the right, at its sole cost and expense, to conduct audits from time to time, upon reasonable notice to the Ceding Company, of the relevant books, records, accounts, policies, practices and procedures, including underwriting policy, claims administration guidelines and sales and Conversion practices of the Ceding Company relating to the Reinsured Policies. (c) The Reinsurer shall reimburse the Ceding Company for any reasonable out-of-pocket costs that the Ceding Company incurs in providing assistance to the Reinsurer and its Representatives in connection with this Section 12.1. (d) The Ceding Company shall use its reasonable best efforts to assist and cooperate with the Reinsurer, and its Representatives in providing access to the relevant in force files, experience data, books, records and accounts of the Ceding Company relating to the Reinsured Policies. 13 ARTICL E XIII INSOLVENCY Section 13.1 Insolvency . In the event of the insolvency of the Ceding Company, payments due the Ceding Company on all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by the Reinsurer on the basis of claims filed and allowed in the liquidation proceeding under the Reinsured Policies without diminution because of the insolvency of the Ceding Company, either directly to the Ceding Company or to its domiciliary liquidator or receiver, except where the Reinsurer, with the consent of the Policyholder and in conformity with Applicable Law, has assumed the Ceding Company's obligations as direct obligations of the Reinsurer to the payees under the Reinsured Policies and in substitution for the obligations of the Ceding Company to the payees. It is understood, however, that in the event of the insolvency of the Ceding Company, the liquidator or receiver or statutory successor of the Ceding Company shall give written notice to the Reinsurer of any impending Claim against the Ceding Company on a Reinsured Policy within a reasonable period of time after such Claim is filed in the insolvency proceedings and that during the pendency of such Claim the Reinsurer may, at its own expense, investigate such Claim and interpose, in the proceeding where such Claim is to be adjudicated any defense or defenses which it may deem available to the Ceding Company or its liquidator or receiver or statutory successor. It is further understood that the expense thus incurred by the Reinsurer shall be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. ARTICLE XIV DISPUTE RESOLUTION Section 14.1 Consent to Jurisdiction . Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the District of Massachusetts or, if such court does not have jurisdiction, the appropriate district court of the Commonwealth of Massachusetts, for the purposes of enforcing this Agreement. The parties shall take such actions as are within their control to cause any disputes as described in the preceding sentence to be assigned to the complex litigation docket of the applicable court. In any action, suit or other proceeding, each of the parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claims that it is not subject to the jurisdiction of the above courts, that such action or suit is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper. Each of the parties hereto also agrees that any final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding as contemplated in this Article XIV shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. Section 14.2 Waiver of Jury Trial . Each of the parties hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby. Section 14.3 Specific Performance . The parties recognize and agree that if for any reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each party agrees that, in addition to any other available remedies each other party shall be entitled to an injunction restraining any violation or threatened violation of any of the provisions of this Agreement without the necessity of posting a bond or other form of security. In the event that any action should be brought in equity to enforce any of the provisions of this Agreement, no party will allege, and each party hereby waives the defense, that there is an adequate remedy at law. 14 ARTIC LE XV REINSURANCE TRUST ACCOUNT Section 15.1 Reinsurance Trust Agreement . Prior to the Restatement Date, Prime Re, as grantor, created (i) a trust account to support the Pecan-Funded Reserves (the “ Pecan-Funded Reserves Trust Account ”) and (ii) a trust account to support the Prime-Funded Reserves (the “ Prime-Funded Reserves Trust Account ,” and together with the Pecan-Funded Reserves Trust Account, the “ Reinsurance Trust Accounts ”) and has named the Ceding Company as sole beneficiary of each Reinsurance Trust Account. On the Restatement Date, the Reinsurer assumed through novation Prime Re's position, as grantor, under the Pecan- Funded Reserves Trust Account and the Prime-Funded Reserves Trust Account. Section 15.2 Investment and Valuation of Trust Assets . The assets held in the Reinsurance Trust Accounts (the “ Trust Assets ”) shall consist of Eligible Assets. Section 15.3 Adjustment of Trust Assets and Withdrawals . (a) The amount of assets to be maintained in each of the Reinsurance Trust Accounts shall be adjusted following the end of each calendar quarter in accordance with the Reserve Report for the last calendar month of each calendar quarter provided to the Reinsurer pursuant to the terms of Section 8.1. Such report shall set forth (i) the amount by which the Pecan-Funded Security Balance equals or exceeds the Pecan-Funded Reserves Trust Account Required Balance, (ii) the amount by which the Prime-Funded Security Balance equals or exceeds the Prime-Funded Reserves Trust Account Required Balance and (iii) the amount by which the Security Balance equals or exceeds the Required Balance, in each case as of the end of the immediately preceding calendar quarter. (b) If the Pecan-Funded Security Balance exceeds 102% of the Pecan-Funded Reserves Trust Account Required Balance, in each case as of the end of the immediately preceding calendar quarter, then the Reinsurer shall have the right to seek approval (which shall not be unreasonably or arbitrarily withheld, conditioned or delayed) from the Ceding Company to withdraw the excess from the Pecan-Funded Reserves Trust Account; provided , however , that the Reinsurer may not withdraw any amounts from the Pecan-Funded Reserves Trust Account unless the Prime-Funded Reserves Trust Account contains at least 102% of the Prime-Funded Reserves Trust Required Balance. (c) If the Prime-Funded Security Balance exceeds 102% of the Prime-Funded Reserves Trust Account Required Balance, in each case as of the end of the immediately preceding calendar quarter, then the Reinsurer shall have the right to seek approval (which shall not be unreasonably or arbitrarily withheld, conditioned or delayed) from the Ceding Company to withdraw the excess from the Prime-Funded Reserves Trust Account; provided , however , that the Reinsurer may not withdraw any amounts from the Prime-Funded Reserves Trust Account unless the Pecan-Funded Reserves Trust Account contains at least 102% of the Pecan-Funded Reserves Trust Required Balance. (d) For so long as there is a separate Prime-Funded Reserves Trust Account and Pecan-Funded Reserves Trust Account, the Reinsurer shall, no later than twenty (20) Business Days following receipt of a Top-Up Notice delivered in accordance with Section 8.3(b) (i) regarding the Pecan- Funded Security Balance, deposit, or cause to be deposited, additional Trust Assets into the Pecan-Funded Reserves Trust Account so that the Pecan-Funded Security Balance, as of the date such additional Trust Assets are so deposited, is no less than the Pecan-Funded Reserves Trust Account Required Balance as of the end of the immediately preceding calendar quarter and (ii) regarding the Prime-Funded Security Balance, deposit, or cause to be deposited, additional Trust Assets into the Prime- Funded Reserves Trust Account so that the Prime-Funded Security Balance, as of the date such additional Trust Assets are so deposited, is no less than the Prime-Funded Reserves Trust Account Required Balance as of the end of the immediately preceding calendar quarter. Without limiting or duplicating the Reinsurer's obligations pursuant to the immediately preceding sentence, irrespective of whether there is a separate Prime-Funded Reserves Trust Account and Pecan-Funded Reserves Trust Account, the Reinsurer shall, no later than twenty (20) Business Days following receipt of a Top-Up Notice delivered in accordance with Section 8.3(b) regarding the Security Balance, deposit, or cause to be deposited, additional Trust Assets into the Reinsurance Trust 15 Accounts or, as applicable, any successor reinsurance trust account created pursuant and subject to the Reinsurance Trust Agreement, so that the Security Balance, as of the date such additional Trust Assets are so deposited, is no less than the Required Balance as of the end of the immediately preceding calendar quarter. Section 15.4 Negotiability of Trust Assets . Prior to depositing Trust Assets with the Trustee, the Reinsurer or such other Person depositing Trust Assets shall execute all assignments or endorsements in blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignments, in order that the Ceding Company, or the Trustee upon direction of the Ceding Company, may whenever necessary negotiate any such assets without consent or signature from the Reinsurer or any other entity. Section 15.5 Ceding Company's Withdrawals . The Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company) may only withdraw Trust Assets for one or more of the following purposes, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer: (a) to pay, or reimburse the Ceding Company for payment of, the Reinsurer's Quota Share of premiums to be returned, but not yet recovered from the Reinsurer, to Policyholders because of cancellations of Reinsured Policies; (b) to pay, or reimburse the Ceding Company for payment of, the Reinsurer's Quota Share of Covered Liabilities payable pursuant to the provisions of the Reinsured Policies, but not yet recovered from the Reinsurer; (c) to pay to the Ceding Company any Commutation Payment due the Ceding Company but not yet paid by the Reinsurer; (d) in the event that the Ceding Company has received notification from the Reinsurer or Trustee of termination of the Reinsurance Trust Accounts and where the Reinsurer's Quota Share of obligations under this Agreement remain unliquidated and undischarged ten (10) days prior to the scheduled termination date, the Ceding Company may withdraw all the assets in the Reinsurance Trust Accounts and deposit such amounts, in the name of the Ceding Company, in any United States bank or trust account, apart from its general assets, in trust for such uses and purposes specified in (a) and (b) above as may remain executory after such withdrawal and for any period after such termination date; or (e) to pay to the Reinsurer or its designated payee amounts held in the Reinsurance Trust Accounts in excess of the amount necessary to secure the credit or reduction from liability for reinsurance taken by the Ceding Company. Any assets deposited into an account of the Ceding Company pursuant to clause (d) of this Section 15.5 or withdrawn by the Ceding Company pursuant to clause (e) of this Section 15.5 and any interest or other earnings thereon shall be held by the Ceding Company in trust and separate and apart from any assets of the Ceding Company, for the sole purpose of funding the payments and reimbursements described in clauses (a) through (e), inclusive, of this Section 15.5. Section 15.6 Return of Excess Withdrawals . The Ceding Company shall return to the Reinsurer, within five (5) Business Days, assets withdrawn in excess of all amounts due under Sections 15.5(a), (b) and (e), or, in the case of Section 15.5(d) above, assets that are subsequently determined not to be due (the Fair Value of any such withdrawn assets at the time of withdrawal, the “Excess Withdrawal Amount”). Any assets subsequently returned in the case of Section 15.5(d) shall include interest at the Prime Rate applied on a daily basis for the amounts returned. Any such Excess Withdrawal Amount from a Reinsurance Trust Account and any interest accrued thereon in accordance with the preceding sentence shall be deemed to be an amount due to the Reinsurer and subject to Section 8.4. Section 15.7 Costs of Trust . The cost of maintaining the Reinsurance Trust Accounts shall be borne by the Reinsurer. 16 ARTICL E XVI THIRD PARTY BENEFICIARY Section 16.1 Third Party Beneficiary . Nothing in this Agreement or the Reinsurance Trust Agreement is intended to give any person, other than the parties to such agreements, their successors and permitted assigns, any legal or equitable right remedy or claim under or in respect of this Agreement or the Reinsurance Trust Agreement or any provision contained therein. ARTICLE XVII REPRESENTATIONS, WARRANTIES AND COVENANTS Section 17.1 Representations and Warranties of the Ceding Company . (a) Organization, Standing and Authority of the Ceding Company . The Ceding Company is a life insurance company duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts, and has all requisite corporate power and authority to carry on the operations of its business as they are now being conducted. The Ceding Company has obtained all authorizations and approvals required under Applicable Law to enter into and perform the obligations contemplated of the Ceding Company under this Agreement. (b) Authorization . The Ceding Company has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery by the Ceding Company of this Agreement, and the performance by the Ceding Company of its obligations under this Agreement, have been duly authorized by all necessary corporate action and do not require any further authorization, action or consent of the Ceding Company. This Agreement, when duly executed and delivered by the Ceding Company, subject to the due execution and delivery by the Reinsurer, will be a valid and binding obligation of the Ceding Company, enforceable against the Ceding Company in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting enforcement of creditors' rights and to general equity principles. (c) No Conflict or Violation . Except as set forth in Schedule B, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby in accordance with the respective terms and conditions hereof will not (a) violate any provision of the Articles of Incorporation or Bylaws of the Ceding Company, (b) violate, conflict with or result in the breach of any of the terms of, result in any modification of, give any counterparty the right to terminate, or constitute a default under, any contract or other agreement to which the Ceding Company is a party, or (c) violate any order, judgment, injunction, award or decree of any court, arbitrator or Governmental Authority against, or binding upon, or any agreement with, or condition imposed by, any Governmental Authority, foreign or domestic, binding upon the Ceding Company. (d) Absence of Litigation . There is no action, suit, proceeding or investigation pending or threatened that questions the legality of the transactions contemplated by this Agreement or that would prevent consummation of the transactions contemplated by this Agreement or the performance by the Ceding Company of its obligations hereunder. (e) Milliman Information True and Complete . (i) To the best of the Ceding Company's knowledge, all information and data supplied to Milliman Inc. (“ Milliman ”) identified on Exhibit V-A hereto (the “ Milliman Information ”) was true, accurate and complete in all material respects as of the date the document containing such Milliman Information was provided to Milliman by the Ceding Company; provided , however , the Parties acknowledge that no representation or warranty has been made to the Reinsurer or any of its Affiliates or Representatives with respect to the truth, accuracy and completeness of any assumptions, projections, or estimates either provided by the Ceding Company or underlying any of the studies prepared 17 by the Ceding Company in connection with the Milliman Information except that the Ceding Company represents and warrants that such assumptions, projections or estimates were the ones actually utilized by the Ceding Company for the purposes stated in Exhibit V. The Milliman Information was complied in a commercially reasonable manner given the intended purpose. (ii) The financial data supplied to Milliman identified on Exhibit V-B hereto presents fairly, in all material respects, the financial condition and results of operations of the Ceding Company as of and for the periods specified therein in accordance with Massachusetts SAP, consistently applied. (f) Coverage Information . The Reinsured Policies information identified in Exhibit I is true, accurate and complete in all material respects. (g) Regulatory Filings . The Ceding Company has filed the appropriate regulatory filings to increase guaranteed premium provisions in Policies or coverages that may be issued upon the occurrence of a Conversion with each applicable state insurance regulator prior to the Effective Date and has received all required approvals or non-disapprovals from each such insurance regulator. Section 17.2 Covenants of the Ceding Company . (a) Administration and Claims Practices. (i) In the administration and claims practices relating to the Reinsured Policies (the “ Administrative Practices ”), the Ceding Company shall (A) use the skill and diligence commonly expected from qualified personnel performing such duties for U.S. life insurance companies; (B) act in accordance with the Ceding Company's internal company guidelines as in effect on January 1, 2016; (C) be in conformance with Applicable Law in all material respects; and (D) act in a manner consistent with its existing administrative and claims practices in effect on January 1, 2016 and in any case with no less skill, diligence and expertise as the Ceding Company applies to servicing its other business, including those claims practices in existence for Third Party Reinsurance (each, an “ Existing Practice ”); notwithstanding the foregoing, the Ceding Company shall not be in breach of this Section 17.2(a)(i) unless either (Y) the Reinsurer shall have notified the Ceding Company in writing of the Ceding Company's failure to perform its obligations under this Section 17.2(a)(i) (which written notice shall describe such failure with reasonable particularity) or (Z) an officer of the Ceding Company with direct responsibility for its administrative services, or any senior officer of the Ceding Company, has actual knowledge that the Ceding Company has failed to perform its obligations under this Section 17.2(a)(i), and in either case the Ceding Company shall have failed to cure such breach within thirty (30) days following receipt of such notice or such actual knowledge. (ii) An Existing Practice may be reasonably modified from time to time, except that, to the extent the Ceding Company modifies an Existing Practice from time to time following January 1, 2016 (an Existing Practice, as modified from time to time, a “ Then Current Practice ”), the Ceding Company shall act in accordance and consistent with the Then Current Practice; provided , that , if a Then Current Practice would materially adversely affect the rights, remedies and position of the Reinsurer, the Ceding Company shall obtain the consent of the Reinsurer (which consent shall not be unreasonably withheld, conditioned or delayed) prior to applying the Then Current Practice to the Reinsured Policies. 18 (b) Reinsured Policies . In all instances as they relate to the Reinsured Policies: (i) The Ceding Company shall not, and shall cause its Affiliates not to (A) change agent commission and compensation schedules, (B) adopt or implement any program that is expected to result in a material increase in lapses, exchanges, replacements or Conversions under the Reinsured Policies or (C) change coverage options or premiums (except as contemplated by Section 17.2(f) hereof), including coverage options for End of Term Conversions, in each case under (A), (B) and (C) without notifying the Reinsurer in advance of any such action and obtaining the Reinsurer's prior written consent (which shall not be unreasonably withheld, conditioned or delayed). (ii) The Ceding Company and the Reinsurer shall reasonably cooperate on any proposals for pricing or coverage changes proposed by either Party, including making any rate and form filings or other regulatory filings that impact pricing or premiums under the Reinsured Policies; provided , however , the Ceding Company shall have final approval authority in its discretion over any proposal brought by the Reinsurer pursuant to this Section 17.2(b)(ii). (iii) The Parties agree and acknowledge that the Ceding Company's relationship with the Reinsurer shall in all respects be governed by a duty of utmost good faith. At all times during the term of this Agreement, the Ceding Company shall (i) administer, manage and oversee the Reinsured Policies and the Covered Liabilities, and (ii) perform all its obligations to the Reinsurer under this Agreement, in a manner consistent with its utmost good faith obligations. (c) Third Party Reinsurance . (i) The Ceding Company shall not, without the Reinsurer's prior approval (which approval shall not be unreasonably or arbitrarily withheld, conditioned or delayed), (A) terminate or materially modify any existing Third Party Reinsurance or (B) purchase new third party reinsurance for the Reinsured Policies. (ii) The Ceding Company shall use commercially reasonable efforts to maintain its existing Third Party Reinsurance from and after the Effective Date, consistent with the existing practice of the Ceding Company in effect on the Effective Date. (d) Reporting . To the extent not prohibited by Applicable Law, the Ceding Company will provide all reports it is required to deliver under this Agreement (including, without limitation, each Monthly Report and Quarterly Report) not later than the last date on which such report is required to be so delivered, except that the Ceding Company shall not be in breach of this Section 17.2(d) unless either (i) the Reinsurer shall have notified the Ceding Company in writing of its failure to timely deliver such report or (ii) an officer of the Ceding Company with direct responsibility for the preparation and delivery of such report has actual knowledge that the report was not delivered when due, and in either case the Ceding Company shall have failed to deliver such information within thirty (30) days following receipt of such notice or actual knowledge. (e) Books and Records . The Ceding Company shall maintain and implement reasonable administrative and operating procedures with respect to records relating to the Reinsured Policies and shall keep and maintain all material documents, books, records and other information reasonably necessary for the maintenance of the Reinsured Policies, which documents, books, records and other information will be accurately maintained in all material respects throughout the term of this Agreement. (f) Reinsurance Credit Notice . Without limitation of the Ceding Company's rights under Article XI, and so long as no event described in Section 11.1 giving rise to a right of recapture hereunder by the Ceding Company has occurred and is continuing, following the delivery of a Reinsurance Credit Notice, the Ceding Company will, promptly upon any written request delivered by the Reinsurer within five (5) Business Days of delivery of such Reinsurance Credit Notice, discuss in good faith with the Reinsurer and consider whether to (i) make such modifications as may be needed to this Agreement and the Reinsurance Trust Agreement or (ii) enter into new agreements, in each case, as may be necessary to cure any denial of Statutory Financial Statement Credit by any insurance regulatory Governmental Authority. For the avoidance of doubt, the foregoing shall not require the Ceding Company to take actions that would be adverse to the Ceding Company in its sole discretion. 19 Section 17.3 Representations an d Warranties of the Reinsurer . (a) Organization, Standing and Authority of the Reinsurer . The Reinsurer is a special purpose financial insurance company duly organized, validly existing and in good standing under the laws of the State of Vermont and has all requisite corporate power and authority to carry on the operations of its business as they are proposed to be conducted. The Reinsurer has obtained all authorizations and approvals required under Applicable Law to enter into and perform the obligations contemplated of the Reinsurer under this Agreement and the Reinsurer shall maintain throughout the term of this Agreement all licenses, permits or other permissions of any Governmental Authority that shall be required in order to perform the obligations of the Reinsurer hereunder. (b) Authorization . The Reinsurer has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery by the Reinsurer of this Agreement, and the performance by the Reinsurer of its obligations under this Agreement, have been duly authorized by all necessary corporate action and do not require any further authorization, action or consent of the Reinsurer or its stockholder. This Agreement, when duly executed and delivered by the Reinsurer, subject to the due execution and delivery by the Ceding Company, will be a valid and binding obligation of the Reinsurer, enforceable against the Reinsurer in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting enforcement of creditors' rights and to general equity principles. (c) No Conflict or Violation . The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (a) violate any provision of the Articles of Incorporation, Bylaws or other charter or organizational document of the Reinsurer, or (b) violate any order, judgment, injunction, award or decree of any court, arbitrator or Governmental Authority against, or binding upon, or any agreement with, or condition imposed by, any Governmental Authority, foreign or domestic, binding upon the Reinsurer, except when any such violation would not have a material adverse effect on this Agreement or the consummation of the transactions contemplated hereby. (d) Absence of Litigation . There is no action, suit, proceeding or investigation pending or threatened that questions the legality of the transactions contemplated by this Agreement or that would prevent consummation of the transactions contemplated by this Agreement or the performance by the Reinsurer of its obligations hereunder. Section 17.4 Covenants of the Reinsurer . (a) The Reinsurer shall comply with all covenants that are memorialized in Section IV.C. “Other Agreements” in the Reinsurer's plan of operation as filed with the Commissioner prior to the Restatement Date. The Reinsurer shall not amend, modify or change, or request or petition for any amendment, modification or change to such covenants without the Ceding Company's prior written consent. (b) The Reinsurer shall not redomesticate or change its domiciliary jurisdiction without the Ceding Company's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. (c) The Reinsurer shall not, without the prior written consent of the Massachusetts Division of Insurance, amend this Agreement (other than Schedule C) or the Reinsurance Trust Agreement. (d) The Reinsurer shall not engage in any business, other than the business provided by or relating to this Agreement, the Collateralized Stop Loss Reinsurance Agreement, the Excess of Loss Reinsurance Agreement and as permitted by Section 21.9. Other than the reinsurance provided hereunder, the Reinsurer shall not issue or reinsure any insurance policies. 20 ARTICLE XVIII INDEMNIFICATION Section 18.1 Indemnification . (a) The Ceding Company shall indemnify, defend and hold harmless the Reinsurer and its directors, officers, employees, agents, representatives, successors, permitted assigns and Affiliates from and against any and all losses, liabilities, claims, expenses (including reasonable attorneys' fees and expenses) and damages reasonably and actually incurred by the Reinsurer (collectively, “ Indemnification Claims ”) to the extent arising from: (i) any breach or falsity of any representation, warranty or covenant of the Ceding Company; or (ii) the breach of or failure to perform any of the duties, obligations, covenants or agreements of the Ceding Company contained in this Agreement. (b) The Reinsurer agrees to indemnify and hold harmless the Ceding Company and its directors, officers, employees, agents, representatives, successors, permitted assigns and Affiliates from and against any and all Indemnification Claims to the extent arising from: (i) any breach or falsity of any representation, warranty or covenant of the Reinsurer; or (ii) the breach of or failure to perform any of the duties, obligations, covenants or agreements of the Reinsurer contained in this Agreement. ARTICLE XIX LICENSES; REGULATORY MATTERS Section 19.1 Licenses . (a) At all times during the term of this Agreement, each of the Reinsurer and the Ceding Company, respectively agrees that it shall hold and maintain all licenses and authorities required under Applicable Laws to perform its respective obligations hereunder unless otherwise mutually agreed by the parties. (b) At all times during the term of this Agreement, the Reinsurer shall hold and maintain all licenses and authorizations required under Applicable Law or otherwise take all action that may be necessary so that the Ceding Company shall receive Statutory Financial Statement Credit. Section 19.2 Regulatory Matters . (a) If Ceding Company or Reinsurer receives notice of, or otherwise becomes aware of any inquiry, investigation, examination, audit or proceeding outside the ordinary course of business by Governmental Authorities, relating to the Reinsured Policies or the reinsurance provided hereunder, the Ceding Company or Reinsurer, as applicable, shall promptly notify the other party thereof. (b) If Ceding Company or Reinsurer receives notice of, or otherwise becomes aware of any enforcement action by any Governmental Authority arising out of any inquiry, investigation, examination, audit or proceeding by such Governmental Authority, the Ceding Company or Reinsurer, as applicable, shall promptly notify the other party thereof, and the Parties shall cooperate to resolve such matter. 21 ARTIC LE XX DURATION OF AGREEMENT; TERMINATION Section 20.1 Duration . This Agreement shall automatically terminate if, at such time, there are no Covered Liabilities. Section 20.2 Termination . This Agreement shall be terminated only by the mutual written consent of the Reinsurer and the Ceding Company, which writing shall state the effective date and relevant terms of termination or by the Reinsurer pursuant to Section 21.8. For the avoidance of doubt, a Change of Control, sale or merger of the Reinsurer will not result in termination of this Agreement. Section 20.3 Survival . Notwithstanding the other provisions of this Article XX, the terms and conditions of Articles I, IV, V, VIII, X, XI, XII, XIV, XV, XVI, XX and XXI shall remain in full force and effect after termination of this Agreement. ARTICLE XXI MISCELLANEOUS Section 21.1 Entire Agreement . Without superseding anything contained in the Transaction Cooperation Agreement, among the Ceding Company, Prime Re, Swiss Re Life & Health America Inc. and Reinsurer, dated January 25, 2016, this Agreement represents the entire agreement between the Reinsurer and the Ceding Company concerning the business reinsured hereunder. There are no understandings between the Reinsurer and the Ceding Company other than as expressed in this Agreement and the Reinsurance Trust Agreement. Section 21.2 Amendments . (a) Any provision of this Agreement may be amended if, but only if, such amendment is in writing and is signed by each party to this Agreement; provided , that the Ceding Company shall not unreasonably withhold, condition or delay its consent to any amendment, change or modification to Schedule C proposed by the Reinsurer with at least forty-five (45) days prior written notice, subject to the provision by the Reinsurer of any information reasonably requested in connection with such proposed amendment, modification or change; it being acknowledged and agreed that it would be unreasonable for the Ceding Company to withhold, condition or delay its consent to any amendment, modification or change to Schedule C that is not adverse to the Ceding Company. Any change or modification to this Agreement shall be null and void unless made by an amendment hereto signed by each party to this Agreement. (b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. Section 21.3 Severability . If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law or if determined by a court of competent jurisdiction to be unenforceable, and if the rights or obligations of the Ceding Company or the Reinsurer under this Agreement will not be materially and adversely affected thereby, such provision shall be fully severable, and this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Section 21.4 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the principles of conflicts of law thereof. 22 Section 21.5 Notices . Any notice and other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registere d or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally or, if mailed, on the date shown on the receipt therefore, as follows: if to the Ceding Company: Primerica Life Insurance Company 1 Primerica Parkway Duluth, Georgia 30099 Attention: General Counsel with copies to (which shall not constitute notice to the Ceding Company for purposes of this Section 21.5): DLA Piper LLP (US) 1251 Avenue of the Americas, 27th Floor New York, NY 10020 Attention: David D. Luce if to the Reinsurer: Pecan Re Inc. c/o Marsh Management Services, Inc. P.O. Box 530 100 Bank Street, Suite 610 Burlington, Vermont 05402-0530 Attention: Kimberly Whitcomb with copies to (which shall not constitute notice to the Reinsurer for purposes of this Section 21.5): Swiss Re Life & Health America Inc. 175 King Street Armonk, New York 10504 Attention:John Regan and Swiss Re Life & Health America Inc. 175 King Street Armonk, New York 10504 Attention: Reka Koerner and Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 Attention: Alexander R. Cochran Either Party may change the names or addresses where notice is to be given by providing notice to the other Party of such change in accordance with this Section 21.5. Section 21.6 Consent to Jurisdiction . Subject to the terms and conditions of Article XIV, the Reinsurer agrees that in the event of the failure of either Party to perform its obligations under the terms of this Agreement, the Party so failing to perform, at the request of the other Party, shall submit to the jurisdiction of any court of competent jurisdiction in any state of the United States shall comply with all requirements necessary to give such court jurisdiction, and shall abide by the final decision of such court or of any appellate court in the event of an appeal. 23 Section 21.7 Service of Process . The Reinsurer hereby designates Marsh Management Services, Inc., P.O. Box 530, 100 Bank Street, Suite 610, Burlington, Vermont 05402-0530 as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Ceding Company. The Ceding Company hereby designates CT Corporation System, 155 Federal Street, Suite 700, Boston, Massachusetts 02110, and the insurance commissioner in Reinsurer's state of domicile, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Reinsurer. Section 21.8 Failure to Pay . If the Ceding Company fails to pay any Net Premiums that are due within 20 Business Days of the Ceding Company receiving written notice from the Reinsurer that Net Premiums are past due, the Reinsurer will have the right to terminate this Agreement and the reinsurance provided hereunder upon at least five (5) Business Days written notice to the Ceding Company specifying the termination effective date; provided , however, that upon any such termination effective date unless on or prior to such termination effective date the Reinsurer pays such Net Premiums and any interest thereon in full, (i) in accordance with Section 11.5, the Reinsurer shall pay the Ceding Company a Commutation Payment, unless the amount thereof is negative, in which case the Ceding Company shall pay the absolute value thereof to the Reinsurer and (ii) the Ceding Company shall pay a Recapture Fee to the Reinsurer. The Ceding Company will not cease paying any Net Premiums that are due or any other amounts in an effort to force or encourage the Reinsurer to exercise its termination rights under this Section 21.8. Section 21.9 Assignment and Retrocession . This Agreement will inure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties. Neither Party may assign any of its duties or obligations hereunder without the prior written consent of the other Party or without the prior written consent of the regulatory states; provided, that the Reinsurer may assign its rights under Sections 15.3(c) and 15.6, including any enforcement rights against the Ceding Company under such sections, to Prime Re for so long as the Collateralized Stop Loss Reinsurance Agreement remains in effect. Notwithstanding any other provision in this Agreement to the contrary, the Reinsurer shall have the right to retrocede all or a portion of the Reinsured Policies under this Agreement. Section 21.10 Captions . The captions contained in this Agreement are for reference only and are not part of the Agreement. Section 21.11 Treatment of Confidential Information . The Parties agree that, other than as contemplated by this Agreement and to the extent permitted or required to implement the transactions contemplated hereby, the Parties will keep confidential and will not use or disclose the other Party's Confidential Information or the terms and conditions of this Agreement, including, without limitation, the exhibits and schedules hereto, except as otherwise required by Applicable Law or any order or ruling of any state insurance regulatory authority, the Securities and Exchange Commission or any other Governmental Authority; provided , however , that the Reinsurer may disclose Confidential Information to its Representatives in connection with the exercise of its rights under Article XII; provided , further , that either party may disclose, with the other party's written consent, Confidential Information to any person other than its Representatives who agrees to (i) hold such Confidential Information in strict confidence as if such person were a party to this Agreement and (ii) use such Confidential Information solely for the limited purpose of evaluating a potential purchase, merger or Change of Control of such Party. Without limiting the generality of the foregoing, neither the Reinsurer nor any Affiliates of the Reinsurer shall utilize any Confidential Information regarding Policyholders for the purpose of soliciting Policyholders for the sale of any insurance policies or other products or services. The parties agree that any violation or threatened violation of this Section 21.11 may cause irreparable injury to a party and that, in addition to any other remedies that may be available, each party shall be entitled to seek injunctive relief against the threatened breach of the provisions of this Section 21.11, or a continuation of any such breach by the other party or any person provided with Confidential Information, specific performance and other such relief to redress such breach together with damages and reasonable counsel fees and expenses to enforce its rights hereunder. For purposes of this Agreement, “ Confidential Information ” means all documents and information concerning one Party, any of its Affiliates, the Covered Liabilities or the Reinsured Policies, including any information relating to any person insured directly or indirectly under the Reinsured Policies, furnished to the other Party or such other Party's Affiliates or representatives in connection with this Agreement or the transactions contemplated hereby, except that Confidential Information shall not include information which: (a) at the time of disclosure or thereafter is generally available to and known by the public other than by way of a wrongful disclosure by a Party or by any representative of a Party; (b) was available 24 on a nonconfidential basis from a source other than the Parties or their representatives, provided that such source is not and was not bound by a confidentiality agreement with a Party; or (c) was independently developed without violating any obligations under this Agreement and without the use of any Confidential Information. For the purposes of this Agreement, “ Change of Control ” means the acquisition of ten percent (10%) or more of the voting securities of a Party or any parent of such Party, or any other acquisition that is deemed to be a Change of Control by applicable insurance regulatory authorities of the state of domicile of such Party. Section 21.12 No Waiver; Preservation of Remedies . No consent or waiver, express or implied, by any Party to or of any breach or default by any other Party in the performance by such other Party of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of obligations hereunder by such other Party hereunder. Failure on the part of any Party to complain of any act or failure to act of any other Party or to declare any other Party in default, irrespective of how long such failure continues, shall not constitute a waiver by such first Party of any of its rights hereunder. Section 21.13 Calendar Days . To the extent that any calendar day on which a deliverable pursuant to this Agreement is due is not a Business Day, such deliverable will be due the next Business Day. Section 21.14 Counterparts . This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument, and either of the Parties may execute this Agreement by signing such counterpart. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. Section 21.15 Incontestability . In consideration of the mutual covenants and agreements contained herein, each party hereto does hereby agree that this Agreement, and each and every provision hereof, is and shall be enforceable by and between them according to its terms, and each party does hereby agree that it shall not contest the validity or enforceability hereof. Section 21.16 Interpretation . (a) When a reference is made in this Agreement to a Section, such reference shall be to a Section to this Agreement unless otherwise indicated. The Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes. References to a person are also to its permitted successors and assigns. (b) The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties thereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Section 21.17 Reasonableness . Each of the parties will act reasonably and in good faith on all matters within the terms of this Agreement. 25 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. PRIMERICA LIFE INSURANCE COMPANY By: /s/Dan Settle Name: Dan Settle Title: Executive Vice President PECAN RE INC. By: /s/Brian Lo Name: Brian Lo Title: President By: /s/John Gribbon Name: John Gribbon Title: Sr. Vice President and CFO [ Signature Page to the Amended and Restated 80% Coinsurance Agreement ] Schedu le A Identification of Reserves Exhibit 5 Policy Reserves •Life Insurance Reserves •Disability — Active Lives Reserves •Disability — Disabled Lives Reserves •Miscellaneous Reserves Exhibit 8 Claim Reserves •Pending Claims •Incurred but Not Reported Claims •Amounts Recoverable on Paid Claims A-1 Schedu le B No Conflict or Violation Exceptions None. B-1 Schedu le C Stop Loss Assets Amount Calendar Quarter End Date Stop Loss Assets Amount ($mm) December 31, 2015 1819 March31, 2016 1743 June 30, 2016 1668 September 30, 2016 1592 December 31, 2016 1516 March 31, 2017 1443 June 30, 2017 1369 September 30, 2017 1296 December 31, 2017 1222 March 31, 2018 1154 June 30, 2018 1086 September 30, 2018 1017 December 31, 2018 749 March 31, 2019 686 June 30, 2019 624 September 30, 2019 561 December 31, 2019 498 March 31, 2020 436 June 30, 2020 374 September 30, 2020 312 December 31, 2020 250 March 31, 2021 192 June 30, 2021 134 September 30, 2021 76 December 31, 2021 18 at all times after January 1, 2022 — C-1 Exhib it I Identification of Reinsured Policies I-1 Exhibit I - Identification of Reinsured Policies PLAN FORM POLICIES RIDERS FACE AMOUNT $$ 10 ML-301S 10 — 12 215,000 ML-421(10)S — 3 40,000 TD 65/20 S 4 — 41,763 4 15 296,763 $$ 10 REN ML-301S 10 — 35 471,000 ML-421(10)S — 117 1,644,065 TD 65/20S 142 — 1,997,943 142 152 4,113,008 $$ 12REN ML-301S — 7 70,000 TD 12/2 S 20 — 663,000 20 7 733,000 ADD ON ML-767 — 29 580,000 ML-777 — 11 220,000 — 40 800,000 ART ML-875 — 16 735,000 ML-901 W — 34 2,623,000 ML-901A — 5 450,000 ML-901X — 243 16,438,000 ML-911 — 14 475,000 ML-911 W — 142 8,658,000 ML-911 X — 10 770,000 ML-911A — 8 205,000 ML-911X — 336 14,710,000 — 808 45,064,000 A10 A-10 3,689 — 278,421,629 A-10I — 6,202 396,324,349 A-10S — 5,974 350,411,170 3,689 12,176 1,025,157,148 A10B A-10B 19,189 — 2,481,429,480 A-10IB — 15,808 1,405,224,997 A-10IBNJ — 324 29,500,000 A-10SB — 21,967 1,726,249,304 A-10SBNJ — 579 48,287,840 19,189 38,678 5,690,691,621 I-2 Exhibit I - Identification of Reinsured Policies PLAN FORM POLICIES RIDERS FACE AMOUNT BART BART 615 — 56,082,000 BART(85) 83 — 7,688,000 BART(85) MO 179 — 16,681,000 BART(85) MT 1 — 100,000 878 — 80,551,000 BART 100 BART-100 408 — 70,873,712 BART-100OR 3 — 750,000 BART-101 — 16 2,615,001 BART-102 — 34 2,147,200 BART-200 12 — 2,115,000 BART-300 409 — 58,325,599 832 50 136,826,512 B20 B-20 41,043 — 5,111,385,327 B-20I — 6,580 669,617,925 B-20S — 25,750 2,503,896,739 41,043 32,330 8,284,899,991 B20B B-20B 46,306 — 7,127,569,620 B-20IB — 6,542 748,481,812 B-20IBNJ — 109 12,810,500 B-20SB — 29,056 3,394,085,205 B-20SBNJ — 1,052 152,046,000 46,306 36,759 11,434,993,137 CART CART 187 — 2,457,553 CARTNS 786 — 14,375,131 CARTNSR — 106 1,713,336 CARTS 26 — 400,751 CARTSP — 24 172,976 CARTSR — 3 28,750 NO FORMCART 530 69 10,721,612 1,529 202 29,870,109 CHILD RIDER CH-25 — 99,987 2,037,471,000 CP-CH — 519,939 12,281,632,100 ML-309 S — 254 2,420,000 ML-909 — 3,421 40,011,010 ML-909 B — 61,360 887,806,500 ML-909A — 1,263 16,124,000 I-3 Exhibit I - Identification of Reinsured Policies PLAN FORM POLICIES RIDERS FACE AMOUNT CHILD RIDER ML-909AR — 1,153 15,314,000 ML-917 — 8 76,000 PL-CR — 101,605 1,923,587,000 — 788,990 17,204,441,610 CONV DT100 DT-1000X — 17 110,178 NO FORM DTC 6,263 2,232 106,742,022 6,263 2,249 106,852,200 CST ML-T90 19,318 — 1,617,173,172 ML-T90OR 114 — 9,902,000 ML-T95 69,424 — 6,146,403,242 ML-T95MD 2,439 — 225,706,120 ML-867 S — 92 4,990,000 ML-867A — 2,055 127,531,955 ML-867AMD — 67 4,016,000 ML-867S — 10 405,000 ML-877A — 33,118 1,786,297,369 ML-877AMD — 1,073 69,243,000 ML-877S — 9,181 439,663,292 ML-877SOR — 57 2,819,000 ML-887 S — 278 7,416,000 ML-887A — 1,774 48,475,900 ML-887AMD — 78 1,975,000 ML-887S — 28 545,000 91,295 47,811 10,492,562,050 C25 LEVEL C-25 36,565 — 5,298,618,351 C-25I — 2,691 327,332,299 C-25IX — 365 54,279,099 C-25S — 21,214 2,482,828,024 C-25SX — 3,703 521,706,299 C-25X 5,897 — 1,067,003,314 42,462 27,973 9,751,767,386 C25B C-25B 63,418 — 10,484,273,839 C-25IB — 3,855 484,574,536 C-25IBNJ — 76 12,874,000 C-25SB — 33,356 4,618,655,588 C-25SBNJ — 1,482 253,885,000 63,418 38,769 15,854,262,963 C4-10IB — 115,613 8,043,108,434 C4IBR10 C4-10SB — 57,571 3,652,087,750 — 173,184 11,695,196,184 I-4 Exhibit I - Identification of Reinsured Policies PLAN FORM POLICIES RIDERS FACE AMOUNT C4IBR5 C4-5IB — 81,949 3,109,314,910 C4-5SB — 42,201 1,446,605,810 — 124,150 4,555,920,720 C410 C4-I10 — 43,168 4,723,448,083 C4-Sl0 — 138,215 10,608,149,425 C4-10 200,844 — 22,578,357,011 200,844 181,383 37,909,954,519 C415 C4-I15 — 18,674 2,322,209,846 C4-S15 — 44,022 4,921,592,696 C4-l5 64,986 — 9,046,327,346 64,986 62,696 16,290,129,888 C420 C4-I20 — 23,609 3,622,066,590 C4-S20 — 99,223 14,346,340,732 C4-20 163,597 — 29,013,813,050 163,597 122,832 46,982,220,372 C425 C4-I25 — 5,695 809,524,971 C4-S25 — 19,968 3,643,093,897 C4-25 28,333 — 6,388,962,299 28,333 25,663 10,841,581,167 C430 C4-I30 — 9,953 1,776,376,796 C4-S30 — 72,461 14,026,310,685 C4-30 148,891 — 31,245,530,547 C4-30MS 1 — 40,000 148,892 82,414 47,048,258,028 C435 C4-I35 — 1,756 304,461,497 C4-I35AFL — 124 23,555,900 C4-S35 — 12,845 2,340,377,398 C4-S35AFL — 692 138,740,000 C4-35 40,206 — 6,841,254,800 C4-35AFL 2,750 — 462,808,300 42,956 15,417 10,111,197,895 C5IBR10 C5IBR — 45,858 1,203,280,860 C5SBR — 20,304 506,651,400 — 66,162 1,709,932,260 I-5 Exhibit I - Identification of Reinsured Policies PLAN FORM POLICIES RIDERS FACE AMOUNT C5IBR5 C5IBR — 27,626 364,510,050 C5SBR — 12,562 156,868,150 — 40,188 521,378,200 C510 C5 38,912 — 6,634,142,069 C5IR — 17,208 2,246,751,204 C5SR — 26,642 3,489,261,134 38,912 43,850 12,370,154,407 C515 C5 29,286 — 4,657,708,223 C5IR — 8,792 1,207,355,616 C5SR — 17,211 2,418,471,303 29,286 26,003 8,283,535,142 C520 C5 105,903 — 21,047,223,456 C5IR — 13,359 2,232,806,421 C5SR — 53,488 9,467,983,505 105,903 66,847 32,748,013,382 C525 C525 21,952 — 5,231,434,200 C525IR — 2,770 466,281,600 C525SR — 12,307 2,526,419,300 21,952 15,077 8,224,135,100 C530 C5 71,272 — 15,972,695,801 C5IR — 4,443 843,630,379 C5SR — 32,665 6,716,721,349 71,272 37,108 23,533,047,529 C535 C5 77,401 — 13,263,063,232 C5IR — 2,189 392,047,100 C5SR — 20,498 3,772,519,599 77,401 22,687 17,427,629,931 DECR TRM ML-271 — 62 117,313 ML-300 — 26 63,906 — 88 181,219 DT65 ML-T100 6,259 — 231,309,412 ML-T100OR 9 — 171,950 ML-1000 — 1,641 45,971,915 ML-1000OR — 3 49,905 ML-1001 — 3,656 97,104,210 ML-1001OR — 5 65,828 6,268 5,305 374,673,219 I-6 Exhibit I - Identification of Reinsured Policies PLAN FORM POLICIES RIDERS FACE AMOUNT D05 BD ML-D5 213 — 693,500 ML-1000A — 3 — ML-1001A — 135 325,000 ML-1002A — 4 50,000 213 142 1,068,500 D10 BD ML-D10 527 — 2,619,500 ML-1000B — 7 — ML-1001B — 324 1,378,500 ML-1002B — 7 125,000 527 338 4,123,000 D25 MOD D-25 2,354 — 219,340,620 D-25X 462 — 67,305,000 2,816 — 286,645,620 EAGLE IBR PL-104 — 1,234 48,667,900 PL-105 — 789 21,408,300 PL-154 — 10,011 571,299,000 PL-155 — 2,483 105,446,300 PL-204 — 93,218 4,663,075,650 PL-205 — 53,776 2,053,882,400 — 161,511 7,463,779,550 EAGLE 10 PL-EAGLE 10 10,260 — 558,297,408 PL-106 — 2,616 190,100,041 PL-107 — 4,778 242,484,431 PL-108 — 166 6,759,999 10,260 7,560 997,641,879 EAGLE 10E PL-EAGLE 10 86 — 1,049,000 PL-106 — 3 24,000 PL-107 — 8 96,000 86 11 1,169,000 EAGLE 15 PL-EAGLE 15 18,165 — 2,450,079,228 PL-156L — 1,603 168,772,470 PL-157L — 5,591 574,374,174 PL-158L — 71 2,477,000 18,165 7,265 3,195,702,872 I-7 Exhibit I - Identification of Reinsured Policies PLAN FORM POLICIES RIDERS FACE AMOUNT EAGLE 20 PL-EAGLE 20 191,096 — 22,860,717,525 PL-206 — 11,940 1,103,253,571 PL-207 — 110,592 10,195,409,737 PL-208 — 2,700 98,881,499 191,096 125,232 34,258,262,332 E15 E-15I — 5,506 436,121,000 E-15S — 4,300 312,842,048 — 9,806 748,963,048 E15B E-15B 35,114 — 3,416,406,232 E-15IB — 8,917 788,792,244 E-15IBNJ — 132 14,536,000 E-15SB — 26,620 1,859,136,845 E-I5SBNJ — 635 49,848,000 35,114 36,304 6,128,719,321 FAMILY ML-297 S — 57 108,000 ML-299 S — 31 55,000 NO FORM FAM — 46 169,000 — 134 332,000 F12 F-12 502 — 34,335,000 F-12I — 6 579,000 F-12S — 340 12,309,640 502 346 47,223,640 IBR ML-667 — 18,666 971,741,850 ML-677 — 11,211 368,838,500 — 29,877 1,340,580,350 IBR10 BI-101 — 16,254 1,785,390,200 BI-105 — 8,543 775,353,900 — 24,797 2,560,744,100 IBR10B BI-10IB — 29,926 3,368,247,500 BI-10IBNJ — 1,248 146,281,900 BI-10SB — 16,307 1,546,985,800 BI-10SBNJ — 539 52,796,000 — 48,020 5,114,311,200 IBR5 BI-5I — 23,977 1,505,154,400 BI-5S — 13,745 704,838,950 — 37,722 2,209,993,350 I-8 Exhibit I - Identification of Reinsured Policies PLAN FORM POLICIES RIDERS FACE AMOUNT IBR5B BI-5IB — 30,369 1,964,729,850 BI-5IBNJ — 961 62,684,500 BI-5SB — 17,574 949,958,550 BI-5SBNJ — 477 26,569,500 — 49,381 3,003,942,400 MOD-11 ML-301S 11 — 2 15,000 MOD-11 REN ML-301 S 11 — 263 3,768,000 TD-11 S 1,041 — 40,523,000 TD-11 STX 185 — 7,351,000 1,226 263 51,642,000 MOD15 MT85(15)ML 9,276 — 384,548,697 MT85(l5)MLM 1,162 — 39,579,835 MT85-15MLM 511 — 17,560,000 MT85-15MLMO 5,445 — 186,297,509 MT85-15MLMT 8 — 272,000 MT85ML NJ 165 — 6,389,000 16,567 — 634,647,041 NL RIDER ML-867 W — 3,472 210,518,369 ML-867W WA — 55 3,556,000 ML-867Y — 3,636 206,083,500 ML-877 — 3,341 151,116,495 ML-877 W — 2,836 138,021,600 — 13,340 709,295,964 O-MOD15 CR-85(l5) — 735 26,460,500 SR-85(15) — 1,637 26,542,184 — 2,372 53,002,684 OLDT15 T 15 3,368 — 44,490,569 PAIDUP CTI(80) 2 — 10,000 CTI(86) 23,710 — 219,109,000 STI(80) 35 — 68,000 23,747 — 219,187,000 PDP EAGLE 20 PL-EAGLE 20 45 — 2,440,000 PL-206 — 1 26,000 PL-207 — 17 682,000 45 18 3,148,000 I-9 Exhibit I - Identification of Reinsured Policies PLAN FORM POLICIES RIDERS FACE AMOUNT PDP T20 ML-T20 72 — 5,753,000 ML-867C — 1 1,000 ML-877C — 20 1,300,000 72 21 7,054,000 PLUSIBR10 CP-10IB — 39,662 4,212,811,400 CP-10SB — 21,815 1,980,554,000 — 61,477 6,193,365,400 PLUSIBR5 CP-5IB — 36,270 2,132,619,570 CP-5SB — 20,737 1,044,154,500 — 57,007 3,176,774,070 PLUS10 CP-I10 — 14,425 1,459,241,214 CP-I10YWA — 79 8,727,000 CP-S10 — 21,146 1,993,368,164 CP-S10YWA — 163 18,001,750 CP-10 23,716 — 3,138,021,509 CP-10MS 259 — 27,552,000 CP-10YWA 172 — 28,157,000 24,147 35,813 6,673,068,637 PLUS15 CP-I15 — 8,458 903,605,421 CP-I15YWA — 47 5,297,000 CP-S15 — 17,129 1,868,860,034 CP-S15YWA — 106 13,925,000 CP-15 21,388 — 3,049,496,804 CP-15MS 331 — 38,255,999 CP-15YWA 129 — 23,253,000 21,848 25,740 5,902,693,258 PLUS20 CP-I20 — 8,112 1,094,283,197 CP-I20YWA — 36 4,971,000 CP-S20 — 35,745 5,254,206,955 CP-S20YWA — 175 27,437,000 CP-20 55,453 — 10,178,381,894 CP-20MS 636 — 96,182,000 CP-20YWA 269 — 55,420,000 56,358 44,068 16,710,882,046 I-10 Exhibit I - Identification of Reinsured Policies PLAN FORM POLICIES RIDERS FACE AMOUNT PLUS25 CP-I25 — 4,348 634,730,599 CP-S25 — 35,652 5,945,760,896 CP-25 66,597 — 12,408,101,481 CP-25MS 947 — 133,876,000 67,544 40,000 19,122,468,976 PLUS30 CP-I30YWA — 17 2,952,500 CP-S30YWA — 232 40,806,000 CP-30YWA 360 — 79,835,000 360 249 123,593,500 SPECIAL CASES A-10 1 — 125,000 A-10B 4 — 205,000 A-10SB — 3 55,000 A-10SP — 1 10,000 B-20B 1 — 150,000 B-20IB — 1 200,000 C-25 1 — 75,000 CP-10 3 — 225,000 CP-20 2 — 350,000 C4-S15 — 1 225,000 E-15B 3 — 807,000 E-15IBNJ — 1 50,000 E-15SB — 1 21,000 E-15SBNJ — 1 50,000 ML-T20 3 — 80,000 ML-T90 2 — 375,000 ML-T95 1 — 2,000,000 ML-297 S — 1 25,980 ML-867C — 2 210,000 ML-877C — 2 75,000 ML-877S — 1 61,000 ML-967 — 2 245,000 ML-977 — 2 100,000 MT-85(M)LM 1 — 25,000 MX-T95 1 — 10,000 NO FORM SPC 56 12 3,680,263 NOFORMOGC 402 — 10,013,750 PL-EAGLE 10 1 — 100,000 PL-EAGLE 20 1 — 150,000 PL-207 — 1 150,000 WL70 3 — 54,187 486 32 19,903,180 I-11 Exhibit I - Identification of Reinsured Policies PLAN FORM POLICIES RIDERS FACE AMOUNT TI0 JUMBO RIDER ML-967 — 8,481 1,123,433,220 ML-977 — 5,690 519,843,967 ML-987 — 138 12,983,000 — 14,309 1,656,260,187 T15 BD ML-T15 524 — 62,052,000 ML-867B — 4 465,000 ML-877B — 295 17,890,000 ML-887B — 34 1,505,000 524 333 81,912,000 T20 BD ML-T20 160,540 — 20,093,614,525 ML-867C — 2,505 164,703,629 ML-877C — 92,527 7,531,373,930 ML-887C — 2,993 109,458,000 160,540 98,025 27,899,150,083 T2000 PL-I25 — 10,346 1,276,822,184 PL-I25X — 1,544 269,516,000 PL-M25 33,452 — 3,522,137,246 PL-M25X 6,188 — 801,747,900 PL-S25 — 19,504 2,162,337,444 PL-S25X — 3,313 441,588,400 39,640 34,707 8,474,149,174 ULTIMA TERM ML-900 — 64 3,876,000 ML-910 — 213 9,529,000 MT90(15)MLX 287 — 34,326,000 287 277 47,731,000 WHLE LIFE MWL-110 7 — 294,000 1,993,217 3,104,562 535,938,951,588 I-12 Exhibi t II Third Party Reinsurance II-1 EXHIBIT II - THIRD PARTY REINSURANCE REINSURER / AGREEMENT TYPE * POLICIES RIDERS REINSURANCE AMOUNT ACE LIFE INSURANCE CO QS 354,442 480,539 10,182,917,910 ALLIANZ LIFE REINSURANCE QS 289,576 443,856 5,119,945,446 GENERALI USA CO 7,613 445 13,914,158 GENERALI USA QS 977,897 1,393,214 50,651,871,392 MUNICH RE CO 180,432 94,956 1,918,433,790 MUNICH RE QS 624,659 1,001,043 34,535,423,977 CANADA LIFE ASSURANCE QS 279,266 432,890 8,669,564,108 CHARTER SECURITY LIFE CO 6,487 469 11,910,689 EMPLOYERS RE CORP CO 335,867 204,840 1,261,287,786 SCOR GLOBAL LIFE QS 977,772 1,393,152 50,092,374,065 REASSURANCE OF HANOVER CO 250,738 151,238 269,488,301 REASSURANCE OF HANOVER QS 291,276 509,031 13,273,885,387 REASSURANCE OF HANOVER XL 80 32 11,775,455 LINCOLN NATIONAL LIFE CO 66,796 10,238 575,612,779 LINCOLN NATIONAL RE CO 399,982 257,151 6,009,492,365 LIFE REASSURANCE CORP CO 463,813 267,277 6,441,512,922 MERCANTILE & GENERAL QS 369,925 534,672 17,994,316,223 MUNICH AMERICAN RE XL 49 15 2,588,939 SWISS RE CO 270,574 153,439 1,069,504,653 SWISS RE XL 79 31 6,687,092 OXFORD LIFE INS CO CO 250,637 151,178 790,076,012 AMERICAN PHOENIX LIFE QS 220,511 338,204 6,246,784,768 REINS GROUP OF AMERICA QS 945,549 1,400,267 48,106,916,734 SCOR LIFE RE US QS 640,927 920,825 24,995,041,915 SCOTTISH RE QS 244,546 402,537 11,290,886,467 SWISS RE LIFE & HEALTH QS 354,464 480,552 17,042,273,815 TEXAS RE LIFE INS CO CO 166,947 105,960 84,329,176 TOA REINSURANCE COMPANY QS 484,791 671,543 24,681,975,884 TRANSAMERICA OCCIDENTAL CO 76,008 47,122 846,241,682 TRANSAMERICA OCCIDENTAL QS 876,919 1,187,614 37,661,911,091 TRANSAMERICA OCCIDENTAL XL 1 1 35,000 COMPANY TOTALS 379,858,979,981 * CO = COINSURANCE XL = EXCESS LOSS YRT QS = QUOTA SHARE YRT II-2 Exhibi t III Form of Monthly Report Prime Re Monthly Settlement Report [See attached] III-1 Swiss Re Reinsurance Manual Expense Allowance [ • ] Section 4.2 Allowances DL01 [ • ] MSCWPE2--1 Policy Exhibit Beginning Direct inforce [first day of applicable month] [ • ] Ending Direct inforce [last day of applicable month] [ • ] Avg Direct Inforce [ • ] *Expense Allowance @ 100% [ • ] Expense Allowance @ Deal % [ • ] Annual Expense Allowance [ • ] Monthly Expense Allowance (1/12) [ • ] Section 4.3 Other Obligations DL01 [ • ] (i) Other obligations MSCWRA1-1 Settlement Rpt (CO9999 for DL02) Direct Premiums [applicable month] [ • ] ** Premium Tax Rate [ • ] Premium taxes Incurred [ • ] DL01 [ • ] (ii) Other obligations # EOT Policy Conversions [ • ] ** Allowance [ • ] Total EOT Conversion Allowance [ • ] EOT Conversion Allowance per Deal% [ • ] DL01 [ • ] (iv) Other obligations U/W expenses on Reinstatements [ • ] Reinstatement U/W Expenses per Deal % [ • ] DL01 [ • ] (iii) Other obligations Conversion Bonus [ • ] Continuation Bonus [ • ] Total EOT Bonus [ • ] Bonus Funding Valn [ • ] Legacy Total [ • ] Commission Adj Per Deal % [ • ] III-2 [ • ] *Expense Allowance Rate for DLO1/DLO4/DL03 is adjusted annually in January. *Expense Allowance Rate for DLO2 is adjusted annually in March. See 'Expense **Per the coinsurance agreements, these rates do not change. Prepared By: Reviewed By: Date: Date: Swiss Re Reinsurance Top Up Notice As of [ • ] Pecan Re 80% DL01 Reserve Report Direct Reserves [ • ] Ceded Reserves [ • ] — Direct Pending [ • ] Ceded Pending [ • ] Recoverables [ • ] — Economic Reserve Excess Reserve — Reserve Report — — Required Reserve Balance — Security Balance as of [ • ] Fair Value of Trust [ • ] Fair Value of Economic Trust — Fair Value of Excess Trust — — Over/(Under) funded: Security Balance minus Required Reserve Balance -10% Economic Reserve — -10% Excess Reserve — Over/(Under) funded — 102% of Required Reserves Balance Economic Reserve — Excess Reserve — — Excess Security Balance in Trust: Economic Trust > Economic Reserve — Excess Trust > Excess Reserve — Security Balance minus 102% of Required Reserve Balance (105% for FRAC) — — III-3 . if <= current month, 1 1 if <= current month, 1 1 if <= current month, 1 1 if <= current month, 1 if <= current month, 1 if<= current month, 1 1 if<= current month, 1 1 if<= current month, 1 1 if <= current month, 1 1 if <= current month, 1 PLIC - Pecan Re Settlement Statement[•], YTD (4 wks)January (5 wks)February (4 wks)March (4 wks)April (5 wks)May (4 wks)June (4 wks)July (5 wks)August (4 wks)September (4 wks)October (5 wks)November YTD Due DL01 -80% DL01 -80% DL01 -80% DL01 -80% DL01 -80% DL01 -80% DL01 -80% DL01 -80% DL01 -80% DL01 -80% DL01 -80% DL01 -80% Business to/form Unit Account 9.2 BU Book Code Deal Id Prod Description AmountDue AmountDue AmountDue AmountDue AmountDue AmountDue AmountDue AmountDue AmountDue AmountDue AmountDue AmountDue Due to/from PR20 Cash ledger [•][•][•][•][•][•][•]Direct Premiums [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] — [•][•][•][•][•][•][•]Direct Claims [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] — [•][•][•][•][•][•][•]ETPR Claims [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] — ETPR Premiums Monthly True Up& Manual Premiums [•][•][•][•][•][•][•]Prior Month Accrual Deal [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•][•][•][•][•][•] Current Month Cash Deal [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] Manual Premium Pmts(FAC, Term)[•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] — — — — — — — — — — [•][•][•][•][•][•] — — — — — — —- [•][•][•][•][•][•][•]Expense Allowance [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] — [•][•][•][•][•][•][•]Premium Tax Allowance [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] — [•][•][•][•][•][•][•]Premium Tax Recovered [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] — [•][•][•][•][•][•][•]Conversion Allowance [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] — [•][•][•][•][•][•][•]Reinstatement U/W Expense [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] — Commissions — [•][•][•][•][•][•][•]Bonus Funding, EOT Bonus [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] — [•][•][•][•][•][•][•]ICA Comm Exp [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] — [•][•][•][•][•][•][•]Lf 1 yr Com [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] — [•][•][•][•][•][•][•]Lf Ren Com [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] — Commission Allowance [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] — [•][•][•][•][•][•][•]Lf 1YrComm-Re-Ced Scottish Re's & Canada Life'sreprocessed IBR's [•][•][•][•][•][•][•](PSR/PCR) [•][•][•][•][•][•][•] — — — — — — — — — — — — Total Due to/from PR20 Cash ledger [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] — Due tofrom PR2G Accrual ledger ETPR Premiums (excluding Frozens)[•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] Frozen Release ETPR Premiums - [•] [•] [•] [•] - [•] [•] - [•] [•] [•][•][•][•][•][•][•]ETPR Premiums - Monthlyaccrual [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] — Net Amount Due to Pecan Re [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] — III-4 Coinsurance Agreement Primerica Report ID / Name File 1 Article VIII Section 8.1 & 8.2 Report ID Report Name [ ● ] Monthly Settlement Report SCWRA1 --1 Monthly Settlement Report ✓ Policy Exhibit SCWPE2 --1 Exhibit of Life Insurance ✓ SCWPE3--1 Policy Exhibit Errors ✓ Non-Bordereau Claims Report SCWRA4 --1 Bulk Claim ✓ Bordereau Report SCWRA4 --2 NonBulk Claim ✓ Reserve Report SCWRA3 -- 1 Monthly Reserve Report ✓ Claim Reserve Report SCWRA2 -- 1 Claim Reserve Report ✓ SCWRA4 --3 Detail Pending Claims and Recoverables ✓ Monthly Account Balance Reports PSP419-MP Pecan Re General Ledger Summary ✓ Top-Up Notice PDF Top Up Notice ✓ SCWR07 --1 Monthly Settlement Report - Peoplesoft Ledger Balance ✓ SCWR07 -- 2 Claim Reserve Report - Peoplesoft Ledger Balance ✓ SCWR07 -- 3 Monthly Reserve Report - Peoplesoft Ledger Balance ✓ PDF Policy and Claim Reserve Recon to GL ✓ Excel N'Vision Report: Pecan Re ✓ PDF Settlement Statements - Pecan Re ✓ PDF Monthly Manual Deal Entries ✓ Excel GL Interface file ✓ PDF Reinsurance Recoverables Aging Report ✓ PDF Pending Litigation Claims Report ✓ System Generated Report - not available in Excel/Word format Attached Excel Version of this report Report provided in an Excel version already. Re-attached this report III-5 Report ID Report Name Coinsurance AgreementArticle VIII Section 8.1 & 8.2 Monthly Settlement Report SCWRA1 --1 Monthly Settlement Report Policy Exhibit SCWPE2 -- 1 Exhibit of Life Insurance SCWPE3--1 Policy Exhibit Errors Non-Bordereau Claims Report SCWRA4 --1 Bulk Claim Bordereau Report SCWRA4 -- 2 NonBulk Claim Reserve Report SCWRA3 --1 Monthly Reserve Report Claim Reserve Report SCWRA2 -- 1 Claim Reserve Report SCWRA4 -- 3 Detail Pending Claims and Recoverables Monthly Account Balance Reports PSP419 General Ledger Summary-USD PSP419 General Ledger Summary-CAD Top-Up Notice PDF Top Up Notice (required quarterly) Additional Reports provided PDF Settlement Statements - Pecan Re & Experience Refund - Pecan Re SCWR07 --1 Monthly Settlement Report - Peoplesoft Ledger Balance SCWR07 -- 2 Claim Reserve Report - Peoplesoft Ledger Balance SCWR07 --3 Monthly Reserve Report - Peoplesoft Ledger Balance PDF Monthly Manual Deal Entries & Support (Expense Allowance, End of Term & Reinst U/W Expense detail) Excel N'Vision Report: Pecan Re PDF Policy and Claim Reserve Recon to GL Excel GL Interface file Total 26 files Manic Lefebvre manic_lefebvre@swissre.com [●][●] [●][●] [●][●] III-6 PRIMG&SB [●] SWISS RE REINSURANCE PECAN RE GAAP & STAT Run: [●] Pecan Re GAAP Pecan Re STAT DL01: 80% DL01: 80% 8.4 Business Unit PR20 PR2G PR2GG Pecan Re_GP PR20 PR2G PR2S Pecan Re_St 9.2 Business Unit Pecan Pecan Pecan Pecan Pecan Pecan 9.2 Deal ID Pecan80 Pecan80 Pecan80 Pecan80 Pecan80 Pecan80 9.2 Book Code Base Comb GAAP Total Base Comb STAT Total 9.2 Product Uncons Uncons Uncons GAAP Uncons Uncons Uncons STAT Assets Intercompany Legacy [•] [•] [•] [•] [•] [•] [•] [•] Premium Due and Unpaid [•] [•] [•] [•] [•] [•] [•] [•] Due From Rein-UW and Other [•] [•] [•] [•] [•] [•] [•] [•] Reinsurance Recoverable [•] [•] [•] [•] [•] [•] [•] [•] Ceded Pending [•] [•] [•] [•] [•] [•] [•] [•] Ceded Reserves [•] [•] [•] [•] [•] [•] [•] [•] Direct Pending [•] [•] [•] [•] [•] [•] [•] [•] Direct Reserves [•] [•] [•] [•] [•] [•] [•] [•] Due to Affiliates [•] [•] [•] [•] [•] [•] [•] [•] Deferred ACQ Cost (DAC) [•] [•] [•] [•] [•] [•] [•] [•] T otal Assets [•] [•] [•] [•] [•] [•] [•] [•] Liabilities Future Policy Benefits - Life [•] [•] [•] [•] [•] [•] [•] [•] Direct Pending Claims [•] [•] [•] [•] [•] [•] [•] [•] Accrued Taxes Licenses Fees [•] [•] [•] [•] [•] [•] [•] [•] Cost of Collection [•] [•] [•] [•] [•] [•] [•] [•] Advance Premium [•] [•] [•] [•] [•] [•] [•] [•] Due to Reinsurers [•] [•] [•] [•] [•] [•] [•] [•] Commissions Payable [•] [•] [•] [•] [•] [•] [•] [•] T otal Liabilities [•] [•] [•] [•] [•] [•] [•] [•] Net Income [•] [•] [•] [•] [•] [•] [•] Paid in Capital [•] [•] [•] [•] [•] [•] [•] Retained Earnings [•] [•] [•] [•] [•] [•] [•] Total Equity [•] [•] [•] [•] [•] [•] [•] [•] Total Liabilities & Equity [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] Revenue Premium [•] [•] [•] [•] [•] [•] [•] Total Revenue [•] [•] [•] [•] [•] [•] [•] [•] Benefit Claims - Life [•] [•] [•] [•] [•] [•] [•] [•] Change In Reserve - Life [•] [•] [•] [•] [•] [•] [•] [•] Total Benefits [•] [•] [•] [•] [•] [•] [•] [•] Commission & Expenses Commissions - Net [•] [•] [•] [•] [•] [•] [•] [•] Amortization of DAC [•] [•] [•] [•] [•] [•] [•] [•] Allowances [•] [•] [•] [•] [•] [•] [•] [•] Legal Settlements [•] [•] [•] [•] [•] [•] [•] [•] Total Commisions & Expenses [•] [•] [•] [•] [•] [•] [•] [•] Total Benefit, Commissions & Expenses [•] [•] [•] [•] [•] [•] [•] [•] Net Income [•] [•] [•] [•] [•] [•] [•] [•] Page 1 Exhibi t IV Form of Monthly Account Balance Report [See attached] IV-1 Prepared By: Approved By: [•] Policy Reserves: Direct Reserves ETPR Reserves Net Total Reserves DL01: PLIC 80% SCWRA3-1 balance [•] [•] — DL01 Σ (A)— Manual Adjustments: DIS Monthly Inc./Stat Errors [•] Adj. to [year] waiver clms-Lx [•] Frozen Stat Reserves - Coin @ 80% [•] Frozen Stat Reserves Qsyrt @ 80% [•] CTR & Spouse Conversions incorrectly ceded to Citi [•] [•] Adjusted Rsrv Balance: — — — (A) General Ledger: PSP030 B.U. Deal ID Book Code Product 8.4 BU: PR2S PrmRe PrmRe80 stat uncons 200109-FPB Reserves SW Asmd [•] 200119-Waiver Reserve SW Asmd [•] 141213-ETPR COI Reserves Frzn SW Asmd [•] 141218-ETPR YRT Reserves Frzn SW Asmd [•] 141207-ETPR COI Reserves SW Asmd [•] 141203-ETPR YRT Reserves SW Asmd [•] — — — — — — IV-2 [•] Claim Reserves Direct Pending ETPR Pending ETPR Recoverables Net DL01: PLIC 80% SCWRA2-1 balance [•] [•] [•] Manual Adjustments: IBNR - Direct [•] SSAP 55 (stat only adj) [•] IBNR - Coin [•] IBNR - Qsyrt [•] Clm Accrl — CTR & Spouse Conversions incorrectly ceded to Citi [•] [•] (A) Adjusted Claim Rsrv: — — — — General Ledger: PSP030 B.U. Deal ID Book Code Product PrmRe PrmRe80 comb stat uncons 8.4 BU: PR2G 201202-Direct Pending Claims SW Asmd [•] PR2G 201213-Direct IBNR SW Asmd [•] PR2S 201213-Direct IBNR SW Asmd [•] PR2G 140803-ETPR Pending Clms YRT SW Asmd [•] PR2G 140813-ETPR YRT IBNR SW Asmd [•] PR2G 140807-ETPR Pending Clms COI SW Asmd [•] PR2G 140818-ETPR COI IBNR SW Asmd [•] PR2G 140823-ETPR Reins Recov Adj SW Asmd - PR2G 140603-ETPR Reins Recov YRT SW Asmd [•] PR2G 140607-ETPR Reins Recov COI SW Asmd [•] — — — — — — — — PFS_REINS_C 107 Year Period Unit Deal Product Book Code Account Sum Amount Base Curr [•]11 [•][•][•][•][•][•]USD [•]11 [•][•][•][•][•][•]USD PFS_REINS_C 117 Year Period Unit Deal Product Book Code Account Sum Amount Base Curr [•]11 [•][•][•][•][•][•]USD [•]11 [•][•][•][•][•][•]USD IV-3 Exhibi t V-A Milliman Information 1)Inventories of term life insurance policies in force as of June 30, 2009, including computer files and other listings of these records. 2)Current set of assumptions actually used for pricing the Custom Advantage Policy as provided by the Ceding Company. 3)Mortality and lapse studies prepared by the Ceding Company for the business in force. 4)Product characteristics and data including premium rates, policy fees, banding, commission rates, product benefit features, etc. 5)Ceding Company methodology and basis regarding statutory reserves and tax reserves. 6)Information on the terms of existing reinsurance agreements with third parties. 7)Information with respect to the current unit expenses of the Ceding Company. V-A-1 Exhibit V-B Milliman Information 1)Actual recent financial data for the Covered Liabilities. V-B-1 Exhib it VI Milliman Report [See attached] VI-1 ACTUARIAL ANALYSIS OF PRIMERICA LIFE INSURANCE COMPANY AS OF JUNE 30, 2009 PREPARED FOR: Citigroup, Inc. PREPARED BY: Bruce W. Winterhof, F.S.A., M.A.A.A. Yiping Yang, F.S.A., M.A.A.A. Laird D. Zacheis, F.S.A., M.A.A.A. September 14, 2009 Revised October 23, 2009 Milliman 71 S. Wacker Drive, 31st Floor Chicago, IL 60606 Tel + 1 312 726.0677 Fax + 1 312 499.5700 www.milliman.com September 14, 2009 Revised October 23, 2009 Mr. James von Moltke Mr. D. Richard Williams M&A Group Manager Co-Chief Executive Officer & Citigroup Inc.Chief Operating Officer 909 Third Avenue Primerica Financial Services New York, New York 10022 3120 Breckinridge Boulevard Duluth, Georgia 30099 Dear Sirs: This report provides actuarial values and projections as of June 30, 2009 for the individual life and annuity business of Primerica Life Insurance Company. This report reflects updates to our September 14, 2009 report for certain reinsurance treaty terms and other refinements to the projections. Section I outlines the scope and qualifications associated with the analysis. Actuarial values and yearly statutory profits are summarized in Section II. Section III and the Appendices summarize the methodology, models and actuarial assumptions underlying the developed values. This report is a statement of actuarial opinion under guidelines promulgated by the American Academy of Actuaries. The undersigned professionals are members of the American Academy of Actuaries and meet the Qualification Standards of the American Academy of Actuaries to render the opinion contained herein. The professionals responsible for developing the actuarial values in this report are available to answer any questions regarding the assumptions and procedures underlying the values. Please contact us if any questions are raised. Sincerely, /s/ Laird D. Zacheis /s/ Yiping Yang Laird D. Zacheis, F.S.A., M.A.A.A.Yiping Yang, F.S.A., M.A.A.A. Consulting Actuary Consulting Actuary LDZ/YY:jk Offices in Principal Cities Worldwid TABLE OF CONTENTS SECTION PAGE I. Introduction and Qualifications 1 II. Summary of Results 4 III. Product Descriptions, Methodology and Actuarial Assumptions 27 APPENDIX A Asset and Investment Assumptions A-1 B Liability Models and Assumptions B-1 C Detailed Statutory Income Projections C-l Milliman SECTI ON I Introduction and Qualifications Milliman, Inc. (“Milliman”) was retained by Citigroup, Inc. (“Citi”) to perform certain actuarial analyses with respect to the life insurance business in Primerica Life Insurance Company (“Primerica” or “PLIC”). PLIC is wholly owned through various holding companies by Citi. Specifically, our assignment has been to develop projected statutory earnings arising from the existing and new individual life business of Primerica and to calculate present values of these future earnings using discount rates of 11%, 13% and 15%. The Primerica business consists primarily of level term traditional life business. Primerica markets through a network of about 100,000 independent agents who are primarily part-time, and who are exclusive to Primerica. The term business sold through this network is referred to generally as “term” in this report. Milliman is frequently engaged to prepare such analyses of life insurance companies. The approach followed in this situation is consistent with methodology we have generally employed in previous engagements. We have prepared this report with the understanding that it will be used by Citi and its advisors to analyze the potential value of Primerica. The report is intended to provide certain actuarial information and analyses as of June 30, 2009 that would assist a qualified actuary, technically competent in the area of actuarial appraisals, to develop an estimate of (1) the adjusted statutory book value of the companies as of June 30, 2009; (2) the projected amounts and present values of future statutory profits from insurance in force as of June 30, 2009; and (3) the projected amounts and present values of future statutory profits from insurance written after June 30, 2009. In order to fully comprehend this report, any user of this report should be advised by an actuary with a substantial level of expertise in areas relevant to this analysis to appreciate the significance of the underlying assumptions and the impact of those assumptions on the illustrated results. This report must be read in its entirety to be understood. This report may not be distributed, disclosed, copied or otherwise furnished to any party without our prior consent. Any distribution of this report must be in its entirety. Nothing included in this report is to be used in any filings with any public body, such as but not limited to the Securities and Exchange Commission or State Insurance Departments, without prior written consent from Milliman. We understand this report may be shared with the Massachusetts Department of Insurance. We have projected future statutory profits computed according to regulatory reporting criteria. The validity of these projections depends on how well future experience conforms to our assumptions. Our assumptions for future mortality, persistency, expenses, investment return and other actuarial factors are based on our evaluation of recent experience of Primerica, industry experience and anticipated future trends. The approach employed to develop the projection assumptions is described below. 1.Mortality and persistency assumptions are based on the experience of Primerica and on general industry experience. 2.Expenses were projected as a combination of unit expense allowables and excess costs to reproduce the budgeted expenses of Primerica. 3.Future investment income reflects a new money investment yield of 5.70% based on assumptions for asset yield, quality, and maturity provided by Primerica. The projections are based on the June 30, 2009 interest rate environment. 4.Financing of excess level term reserves is reflected based on a net cost of 300 bp of outstanding amounts per year. 5.New business production assumptions were provided by Primerica and are summarized in Section II. - 1 - Milliman Actual experience may differ from that assumed in the projections. To the extent actual experience is different from the assumptions underlying this Report, so will actual results differ from the projected results shown here. Sensitivity of results to changes in assumptions is provided as part of Section II, Summary of Results. Rationale for Statutory Approach Our development of the projected amounts and actuarial values in this report reflect statutory accounting practices. Two reasons why we believe it is appropriate to analyze a life company using the statutory approach are: 1)Statutory accounting determines the availability of earnings for dividends to life company shareholders. 2)Statutory surplus constitutes the funds available for investments in new business or other ventures requiring capital. Relationship to Market Value An actuarial appraisal value does not necessarily represent the value of a company's stock in the open market. Rather, it is derived from a projection of future earnings and therefore reflects the value of a company's earnings potential under a specific set of assumptions. Assignment of a value to any business enterprise is also a matter of informed judgment. Purchase or sales price is determined by the parties involved, based on their respective evaluations of all relevant factors, including: 1)the perspective of the buyer and the seller and the level of confidence regarding the assumptions underlying projected earnings, 2)the desired rate of return and the associated cost of capital, 3)the degree of urgency associated with the sale or acquisition, 4)economies of scale and scope associated with the potential transaction, and 5)significant tax or other consequences/benefits, unique to a proposed transaction, which can have an effect on fair market value. Data Reliance We have relied on information supplied by Primerica as well as on published financial information. We performed no audits or independent verification of the information furnished to us. To the extent that there are any material errors in the information provided, the results of our analysis will be affected as well. The principal materials relied upon include: 1)Information contained in the public and internal statutory and GAAP financial statements of Primerica. 2)Inventory of insurance policies as of June 30, 2009, December 31, 2008 and December 31, 2007. 3)Information on business inforce, including schedules or electronic files of premiums, policy benefits, commission rates, cost of insurance charges, description of guaranteed benefits, and other policy benefits. 4)Information relating to Primerica’s statutory reserve practices. 5)Current and historical pricing assumptions. 6)Information and analysis prepared by Primerica on recent mortality and persistency experience. 7)Information on invested assets as of June 30, 2009. 8)Information on new investment strategy. 9)Information on statutory/tax asset and reserve assumptions and differences and other information with respect to Federal income taxes. 10)Information on the terms of reinsurance agreements. - 2 - Milliman 11)Information on future premium production volumes, products, and mix of riders and other guaranteed benefits. 12)Information on future expenses. 13)Information on excess reserve financing costs provided by Primerica and Citi. 14)Information on terms of reinsurance between Primerica and PrimeRe, a newly formed captive owned by Citi. - 3 - Milliman . SECTI ON II Summary of Results Summary of Actuarial Appraisal Values Table I summarizes the present value of future statutory profits from business inforce on June 30, 2009, and the development of the reinsurance ceding commission for 80% of the inforce business. The business values are based upon thirty years of projected profits. Amounts reflect cost of capital based on 300% of NAIC RBC (Company Action Level). Table I 80% of PLIC Inforce Business Actuarial Appraisal Value (As of June 30, 2009, in millions) 11% 13% 15% Pre-Tax Value $3,667 $3,361 $3,108 Taxes (1,070) (959) (867) Cost of Capital at 300% RBC (144) (166) (184) Total After-tax $2,454 $2,236 $2,057 Tax Benefit on Reinsurance 1,047 923 819 Total Value $3,500 $3,159 $2,876 PLIC is coinsuring an additional 10% of the inforce to PrimeRe under a treaty that incorporates an experience refund for the business, as described later in this Section. The effect of the experience refund is to transfer back to PLIC the profits of the business on an economic reserve basis, subject to a cap on the mortality. For this treaty, the ceding commission is assumed to equal the difference between statutory and economic reserves, as estimated below: PLIC 10% Coinsurance Treaty (in millions) Statutory Reserve $403 Economic Reserve 56 Ceding Commission $347 Tables II and III provide a summary of ten years of projected after-tax statutory profits for Primerica Life assuming ten years of projected new business, and after the reinsurance of the inforce business to PrimeRe, a newly formed captive owned by Citi. No dividends are reflected out of PLIC. Tables IV and V provide a summary of the ten-year statutory income statements for PrimeRe. Summaries of assumptions for each line of business are provided in Section III and in the Appendices. Detailed projections of annual statutory profits and present values of profit by line of business are provided in Appendix C. - 4 - Milliman Table II Primerica Life Line of Business Statutory Projection (in millions of dollars) Year Ending June 30, 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Existing Business at 06/30/2009 Primerica - Net (Before New Conversions) $210.6 $143.0 $137.7 $133.5 $129.4 $124.2 $122.1 $123.7 $128.3 $130.3 Primerica New Conversions - Net (42.4 ) 0.2 (0.1 ) (1.7 ) (3.0 ) (3.4 ) (3.8 ) (12.2 ) (13.0 ) (18.5 ) Miscellaneous Primerica 12.3 12.0 11.9 11.9 12.0 12.0 12.0 12.0 12.0 11.9 Total Existing Business $180.6 $155.1 $149.5 $143.7 $138.3 $132.8 $130.4 $123.6 $127.3 $123.8 Ten Years of New Business from 06/30/2009 Traditional Life $(200.8 ) $(180.2 ) $(157.0 ) $(134.4) $(109.9 ) $(86.5 ) $(60.7 ) $(31.2 ) $1.7 $38.2 Primerica Waiver of Premium 0.6 1.5 2.3 3.1 3.9 4.8 5.7 6.6 7.6 8.7 Primerica Retained Asset Account 0.2 0.5 0.9 1.3 1.7 2.3 2.9 3.5 4.3 5.1 Total New Business $(200.0 ) $(178.2 ) $(153.8 ) $(130.0 ) $(104.2 ) $(79.4 ) $(52.1 ) $(21.1 ) $13.6 $52.0 Unallocated Expense (16.7 ) (16.7 ) (16.7 ) (16.7 ) (16.7 ) (16.7 ) (16.7 ) (16.7 ) (16.7 ) (16.7 ) Change in Internal Reserve Financing 23.4 (0.1) (6.8 ) (37.2 ) (36.0 ) (35.1 ) (34.8 ) (34.4 ) (33.8 ) (31.9 ) Interest Cost on Internal Reserve Financing (30.1 ) (32.1 ) (32.1 ) (31.5 ) (28.3 ) (25.2 ) (22.1 ) (19.1 ) (16.1 ) (13.2 ) Interest on Capital, Surplus & AVR 21.9 21.3 19.1 17.5 15.1 14.0 14.2 16.0 19.4 25.5 Total Pre-Tax Earnings $(20.9 ) $(50.6 ) $(40.7 ) $(54.1 ) $(31.7 ) $(9.5 ) $18.8 $48.4 $93.8 $139.6 Federal Income Tax (35.0%) — — — — — — — — — (67.8 ) NBL Distributed Earnings 11.3 12.2 12.2 12.3 12.5 12.3 12.3 12.2 12.8 13.5 After-Tax Earnings $(9.7 ) $(38.4 ) $(28.5 ) $(41.9 ) $(19.2 ) $2.8 $31.2 $60.6 $106.7 $85.4 Distributed Earnings (Target RBC Ratio=300%) $20.0 $— $— $— $— $— $— $— $— $— $— General Account Liabilities $673.7 $682.3 $731.7 $832.4 $978.1 $1,163.9 $1,387.8 $1,645.5 $1,927.3 $2,247.5 $2,605.5 Separate Account Liabilities — — — — — — — — — — — General Account Tax Reserve (Net of DAC) (50.7 ) (5.9 ) 90.8 232.1 409.3 615.6 846.6 1,096.7 1,354.2 1,631.0 1,928.1 External Reserve Financing (w/LOC @300bp) — — — — — — — — — — — 50% Inforce Internal Reserve Financing (w/LOC @300bp) 345.8 369.2 369.1 362.4 325.2 289.2 254.1 219.3 185.0 151.2 119.3 Interest Maintenance Reserve — — — — — — — — — — — Capital, Surplus & AVR Excluding NBL 384.0 374.3 335.9 307.4 265.6 246.4 249.2 280.4 341.0 447.7 533.0 NBL Carrying Value 150.0 150.0 150.0 150.0 150.0 150.0 150.0 150.0 150.0 150.0 150.0 Capital, Surplus & AVR Including NBL 534.0 524.3 485.9 457.4 415.6 396.4 399.2 430.4 491.0 597.7 683.0 NAIC RBC (Company Action Level) 90.0 93.3 97.2 101.7 107.1 113.1 119.6 126.9 135.5 145.0 155.6 RBC Ratio (Company Action Level) 593.2 % 562.0 % 499.8 % 449.8 % 388.1 % 350.6 % 333.9 % 339.1 % 362.4 % 412.3 % 438.9 % Note: Interest on Capital, Surplus, & AVR is based on a net earnings rate of 5.70%. - 5 - Milliman Table III Primerica Life Projected Statutory Operating Results (in millions of dollars) Year Ending June 30, 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Existing and New Business Gross Premium Income $422.6 $546.2 $666.1 $787.2 $911.3 $1,040.6 $1,176.9 $1,345.0 $1,539.9 $1,736.5 Reinsurance Premiums (Net of Allowances) (118.1 ) (142.6 ) (171.8 ) (205.1 ) (242.6 ) (283.2 ) (328.2 ) (396.4 ) (470.3 ) (550.3 ) Allowances From PrimeRe 92.1 85.3 80.8 77.3 74.3 71.5 69.2 65.1 61.3 57.8 Investment Income 79.3 82.4 84.7 89.9 96.6 106.6 119.8 136.0 155.8 180.2 Total Income $475.9 $571.4 $659.8 $749.3 $839.6 $935.5 $1,037.7 $1,149.6 $1,286.7 $1,424.1 Surrender, Health and Other Benefits $33.7 $12.7 $8.4 $7.7 $8.1 $9.0 $10.6 $12.2 $14.4 $16.5 Direct Death Benefits 182.1 207.0 235.9 269.4 306.9 348.3 393.8 456.1 534.4 616.3 Reinsurance Death Benefits (103.9 ) (126.4 ) (152.4 ) (182.3 ) (215.9 ) (253.1 ) (293.7 ) (348.4 ) (417.1 ) (490.6 ) Cost of Financing 30.1 32.1 32.1 31.5 28.3 25.2 22.1 19.1 16.1 13.2 Reserve Increase 5.9 46.8 100.9 172.9 208.7 243.4 273.0 292.1 327.5 362.7 Expense (Other Than Premium Tax) (Incl Unalloc) 158.2 162.5 168.7 176.1 184.4 194.2 205.3 217.4 230.2 244.1 Premium Tax 35.1 36.0 37.4 39.0 40.8 42.9 45.1 47.5 50.2 53.1 Commission 155.6 251.4 269.4 289.1 310.1 335.2 362.8 405.3 437.2 469.2 Total Benefits and Expenses $496.8 $622.0 $700.5 $803.5 $871.3 $945.0 $1,018.9 $1,101.2 $1,192.9 $1,284.5 Total Pre-Tax Earnings $(20.9 ) $(50.6 ) $(40.7 ) $(54.1 ) $(31.7 ) $(9.5 ) $18.8 $48.4 $93.8 $139.6 Federal Income Tax (35.0%) — — — — — — — — — (67.8 ) NBL Distributed Earnings 11.3 12.2 12.2 12.3 12.5 12.3 12.3 12.2 12.8 13.5 After-Tax Earnings $(9.7 ) $(38.4 ) $(28.5 ) $(41.9 ) $(19.2 ) $2.8 $31.2 $60.6 $106.7 $85.4 Distributed Earnings (Target RBC Ratio=300%) $20.0 $— $— $— $— $— $— $— $— $— $— General Account Liabilities $673.7 $682.3 $731.7 $832.4 $978.1 $1,163.9 $1,387.8 $1,645.5 $1,927.3 $2,247.5 $2,605.5 Separate Account Liabilities — — — — — — — — — — — General Account Tax Reserve (Net of DAC) (50.7 ) (5.9 ) 90.8 232.1 409.3 615.6 846.6 1,096.7 1,354.2 1,631.0 1,928.1 External Reserve Financing (w/LOC @300bp) — — — — — — — — — — — 50% Inforce Internal Reserve Financing (w/LOC @300bp) 345.8 369.2 369.1 362.4 325.2 289.2 254.1 219.3 185.0 151.2 119.3 Interest Maintenance Reserve — — — — — — — — — — — Capital, Surplus & AVR 534.0 524.3 485.9 457.4 415.6 396.4 399.2 430.4 491.0 597.7 683.0 NAIC RBC (Company Action Level) 90.0 93.3 97.2 101.7 107.1 113.1 119.6 126.9 135.5 145.0 155.6 RBC Ratio (Company Action Level) 593.2 % 562.0 % 499.8 % 449.8 % 388.1 % 350.6 % 333.9 % 339.1 % 362.4 % 412.3 % 438.9 % Note: Interest on Capital, Surplus, & AVR is based on a net earnings rate of 5.70%. - 6 - Milliman Table IV PrimeRe Line of Business Statutory Projection (post-tax; in millions of dollars) Year Ending June 30, 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Existing Business at 06/30/2009 Term — Net (Before New Conversions) $534.4 $572.0 $550.7 $533.9 $517.4 $496.8 $488.5 $477.0 $453.7 $421.9 Term — New Conversions - Net (169.3 ) 0.7 (0.3 ) (6.7 ) (11.9 ) (13.6 ) (15.0 ) (7.6 ) (4.9 ) 2.2 Canada Segregated Funds — — — — — — — — — — Miscellaneous $12.3 $11.4 $10.7 $10.1 $9.6 $9.0 $8.5 $7.9 $7.4 $7.0 Total Existing Business $377.4 $584.1 $561.1 $537.4 $515.0 $492.2 $482.0 $477.3 $456.3 $431.1 Ten Years of New Business from 06/30/2009 N/A $— $— $— $— $— $— $— $— $— $— Total New Business $— $— $— $— $— $— $— $— $— $— Unallocated Expense (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) Change in Internal Reserve Financing (23.4 ) 0.1 6.8 37.2 36.0 35.1 34.8 34.4 33.8 31.9 Interest Cost on Internal Reserve Financing 30.1 32.1 32.1 31.5 28.3 25.2 22.1 19.1 16.1 13.2 Interest on Capital, Surplus & AVR 17.3 16.3 15.2 14.4 13.5 12.6 11.9 11.2 10.4 9.6 Total Pre-Tax Earnings $396.4 $627.6 $610.2 $615.5 $587.8 $560.1 $545.8 $537.0 $511.5 $480.7 Federal Income Tax (35.0%) (175.8 ) (200.5 ) (193.8 ) (196.5 ) (187.7 ) (178.9 ) (175.1 ) (173.6 ) (166.3 ) (157.6 ) After-Tax Earnings $220.6 $427.0 $416.5 $419.0 $400.1 $381.2 $370.7 $363.4 $345.2 $323.1 Distributed Earnings $— $238.1 $445.0 $431.9 $434.1 $415.3 $393.6 $383.3 $377.8 $359.3 $337.0 General Account Liabilities $3,443.7 $3,635.0 $3,615.4 $3,556.5 $3,438.6 $3,294.6 $3,130.8 $2,936.1 $2,717.3 $2,471.8 $2,208.8 Separate Account Liabilities — — — — — — — — — — — General Account Tax Reserve (Net of DAC) 2,642.4 2,685.6 2,712.5 2,706.6 2,667.5 2,597.0 2,503.3 2,373.6 2,215.1 2,025.2 1,812.0 External Reserve Financing (w/LOC @300bp) — — — — — — — — — — — 50% Inforce Internal Reserve Financing (w/LOC @300bp) (345.8 ) (369.2 ) (369.1) (362.4 ) (325.2 ) (289.2 ) (254.1 ) (219.3 ) (185.0 ) (151.2 ) (119.3 ) Interest Maintenance Reserve — — — — — — — — — — — Capital, Surplus & AVR 303.0 285.4 267.5 252.0 236.9 221.7 209.3 196.7 182.3 168.2 154.3 NAIC RBC (Company Action Level) 101.0 95.1 89.2 84.0 79.0 73.9 69.8 65.6 60.8 56.1 51.4 RBC Ratio (Company Action Level) 300.0 % 300.0 % 300.0% 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % Note: Interest on Capital, Surplus, & AVR is based on a net earnings rate of 5.70%. - 7 - Milliman Table V PrimeRe Projected Statutory Operating Results (in millions of dollars) Year Ending June 30, 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Existing and New Business Gross Premium Income $1,330.7 $1,255.1 $1,202.9 $1,163.9 $1,132.6 $1,104.5 $1,079.1 $1,030.3 $969.7 $920.1 Reinsurance Premiums (Net of Allowances) (421.0 ) (435.9 ) (452.3 ) (470.4 ) (489.8 ) (505.1 ) (519.0 ) (515.0 ) (507.7 ) (501.5 ) Seg Fund Policy Charges — — — — — — — — — — Investment Income 205.7 212.9 209.3 204.1 197.4 189.3 180.3 169.9 157.5 143.8 Total Income $1,115.4 $1,032.1 $959.9 $897.6 $840.2 $788.8 $740.5 $685.1 $619.4 $562.3 Surrender, Health and Other Benefits $46.7 $45.0 $41.7 $39.5 $37.8 $36.3 $34.8 $33.7 $32.2 $30.7 Direct Death Benefits 665.3 661.3 671.3 684.7 698.7 712.4 723.9 721.0 702.8 682.3 Reinsurance Death Benefits (366.7 ) (373.2 ) (387.1 ) (402.5 ) (418.7 ) (434.1 ) (447.5 ) (450.2 ) (441.2 ) (428.9 ) Cost of Financing (30.1 ) (32.1 ) (32.1 ) (31.5 ) (28.3 ) (25.2 ) (22.1 ) (19.1 ) (16.1 ) (13.2 ) Reserve Increase 190.2 (20.4 ) (59.0 ) (117.6 ) (142.4 ) (162.0 ) (192.7 ) (219.7 ) (246.8 ) (262.3 ) Expense Allowances 92.1 85.3 80.8 77.3 74.3 71.5 69.2 65.1 61.3 57.8 Other Expenses 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 Commission 116.6 33.6 29.0 27.2 26.0 24.8 24.0 12.6 10.8 10.3 Total Benefits and Expenses $719.0 $404.6 $349.6 $282.1 $252.4 $228.7 $194.7 $148.3 $107.9 $81.7 Total Pre-Tax Earnings $396.4 $627.6 $610.2 $615.5 $587.8 $560.1 $545.8 $536.9 $511.5 $480.6 Federal Income Tax (35.0%) (175.8 ) (200.5 ) (193.8 ) (196.5 ) (187.7 ) (178.9 ) (175.1 ) (173.6 ) (166.3 ) (157.6 ) After-Tax Earnings $220.6 $427.0 $416.5 $419.0 $400.1 $381.2 $370.7 $363.3 $345.1 $323.0 Distributed Earnings (Target RBC Ratio=300%) $— $238.1 $445.0 $431.9 $434.1 $415.3 $393.6 $383.3 $377.8 $359.3 $337.0 General Account Liabilities $3,443.7 $3,635.0 $3,615.4 $3,556.5 $3,438.6 $3,294.6 $3,130.8 $2,936.1 $2,717.3 $2,471.8 $2,208.8 Separate Account Liabilities — — — — — — — — — — — General Account Tax Reserve (Net of DAC) 2,642.4 2,685.6 2,712.5 2,706.6 2,667.5 2,597.0 2,503.3 2,373.6 2,215.1 2,025.2 1,812.0 External Reserve Financing (w/LOC @300bp) — — — — — — — — — — — 50% Inforce Internal Reserve Financing (w/LOC @300bp) (345.8 ) (369.2 ) (369.1 ) (362.4 ) (325.2 ) (289.2 ) (254.1 ) (219.3 ) (185.0 ) (151.2 ) (119.3 ) Interest Maintenance Reserve — — — — — — — — — — — Capital, Surplus & AVR 303.0 285.4 267.5 252.0 236.9 221.7 209.3 196.7 182.3 168.2 154.3 NAIC RBC (Company Action Level) 101.0 95.1 89.2 84.0 79.0 73.9 69.8 65.6 60.8 56.1 51.4 RBC Ratio (Company Action Level) 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % Note: Interest on Capital, Surplus, & AVR is based on a net earnings rate of 5.70%. - 8 - Milliman Discount Rates The actuarial appraisal values were developed using discount rates of 11%, 13%, and 15%. Table I illustrates the importance of the discount rate in the determination of the value of profits from the business. New Business New business is projected to grow based on Primerica’s business plan. Life insurance production is stated in terms of annualized issued premium. No new production is assumed after ten years. Primerica Production Amounts (annualized issued premium, in millions of $) Growth Rate Product Line Year 1 Year 2 Year 3 Years 4-5 Years 6+ Life – U.S. $180.0 $192.6 $206.1 7 % 8 % Of the U.S. life production, 7.5% is assumed to be in National Benefit Life (NBL), PLIC’s New York subsidiary. Reserve Financing Primerica Life reserves for all term business using segmented reserves, both before and after the introduction of Guideline XXX in 2000. The development of the ceding commission reflects reserve financing based on the following assumptions: •For the business in PLIC, $1 billion of reserve financing is assumed; spread pro-rata over the excess reserves on the inforce block of business. •The amount of excess reserve is assumed to be the statutory reserve less the greater of the economic reserve or zero, for the block in total. Economic reserves are gross premium reserves over the level period only, and are defined in more detail in Section III. A summary of the reserves is shown below. - 9 - Milliman Primerica Life Excess Reserve Summary by Issue Year As of June 30, 2009 (in millions) Issue Year Statutory Reserve Economic Reserve 2009 $99 $(170 ) 2008 245 (301 ) 2007 275 (271 ) 2006 199 (200 ) 2005 218 (154 ) 2004 274 (110 ) 2003 255 (86 ) 2002 240 (58 ) 2001 253 (38 ) 2000 239 15 1999 154 13 1998 136 30 1997 138 27 1996 155 34 1995 134 29 1994 111 10 1993 114 7 1992 100 14 1991 73 15 1990 45 10 1989 (5 ) (3 ) Total $3,451 $(1,188 ) •The cost of financing is assumed to be 300 bp of amounts outstanding. •Tax reserves are projected based on the Company’s current methodology. The projections of the 20% of the inforce business remaining in PLIC, along with the new business, does not reflect any external reserve financing. General Expense and Commissions The unit expense assumptions were developed based on a combination of Primerica’s internal pricing allowables for acquisition costs and target allowables for maintenance. The difference between Primerica’s budgeted expenses and the unit cost allowable of $29 million was reflected as an unallocated expense and held constant for a period consistent with new business production. Primerica does not perform a detailed allocation of shared expenses to the non-life product lines. Therefore, a significant portion of the unallocated expense represents shared expenses that support other business segments. In addition, the unallocated expense includes amounts that provide shared support for Primerica’s distribution system, for both life and non-life businesses. PLIC has cost-sharing agreements and management agreements in place with its non-life affiliates. For purposes of a PLIC-only projection, excess experience is reduced by a net $12 million for these agreements. - 10 - Milliman The projections reflect commission on a paid basis. Under the reinsurance treaty, PrimeRe will reimburse PLIC for commissions on an earned basis. In the first projection year, this results in an increase in the commission reimbursement by about $61.6 million for 80% of the business, which is reflected as an aggregate adjustment in Table I, and the ten-year projections. Subsequent years are not impacted. Statutory Surplus Levels. Cost of Required Capital, and Risk Based Capital The approach used to project yearly profits underlying the present values reflects an assumption that all future earnings from inforce and new business are paid out as reported. Included in this calculation is provision for the minimum level of statutory net worth required to continue favorable regulatory and rating agency treatment. Tables II and III provide a projection of capital, surplus, and AVR levels assuming all statutory earnings are paid out in excess of the funds required to maintain a 300% NAIC RBC (Risk Based Capital - Company Action Level) ratio in Primerica. The cost of retaining capital to support the ongoing insurance operations will depend on a) the level of capital believed necessary for the risks inherent in the insurance operations of Primerica and to achieve desired ratings from various rating agencies; and b) the differential between the rate of return realized on retained capital and a buyer’s desired rate of return for an acquisition. The cost of capital based on maintaining 300% NAIC RBC is provided for in Table I. The detailed factors used to develop projected RBC are summarized in Appendix A. Federal Income Taxes The actuarial appraisal values summarized in Table I have been adjusted for the effect of Federal income taxes, assuming a 35% tax rate. In evaluating the potential effect of taxes on value, one should consider: a)Differences between tax and statutory reserves; b)Impact of the D AC proxy tax; and c)Other differences between tax and statutory amounts. For purposes of this analysis, we have projected taxes as 35% of statutory income, adjusted as described below. •The statutory reserve exceeds the tax reserve as of June 30, 2009 by approximately $890 million. The difference represents reserves that will eventually flow into statutory income but not taxable income. •The impact of Deferred Acquisition Cost (DAC) proxy tax is based on the establishment of an asset for purposes of calculating taxable income equal to 7.70% of life insurance or 1.75% of annuity non-qualified direct premiums and reinsurance net cashflow. The resulting tax asset is assumed to be amortized over ten years. We also projected the amortization of the June 30, 2009 tax DAC balance of $635 million. The 80% reinsurance transaction will be under an indemnity coinsurance arrangement. Under an indemnity coinsurance transaction, a reinsurer would receive a deduction of the tax-basis ceding commission. The Tax Benefit on Reinsurance in Table I is developed as follows: 1)DAC proxy tax is determined based on net consideration, including the initial net cash transfer, instead of premium 2)The excess ceding commission (on a tax basis) is assumed to be deductible immediately. - 11 - Milliman Reinsurance Between PLIC and Prime Re The ten-year projections for PLIC and Prime Re reflect the following anticipated reinsurance terms: 1)PLIC coinsures 80% of the inforce Term business to Prime Re. 2)PLIC coinsures an additional 10% of the inforce Term business to Prime Re under a second treaty, which includes an experience refund. The experience refund is defined as: Experience Refund = Premiums — Claims — Expense Allowances - Increase in Economic Reserve (net of interest on economic reserve) - Finance charge The Finance charge is assumed to be 3% of excess reserves (statutory reserve — economic reserve). In addition, the following terms are reflected for EOT conversions and renewals: •EOT conversions beginning in year 8 of the projection are assumed to be written in PLIC •Similarly, PLIC has the right to recapture new EOT renewals beginning in year 8, and the projections assume PLIC will exercise this option. Sensitivity Analysis We have developed values and projections under the following changes in assumptions: 1)110% of baseline mortality 2)120% of baseline lapses (other than shock lapse) 3)400% of baseline default rates on assets 4)New business production growth reduced to 3% in all years. Results are summarized below. PLIC Inforce Business at 80% Sensitivity Analysis (after-tax, cost of capital, before reinsurance tax benefit) Scenario 11% 13% 15% Baseline $2,454 $2,236 $2,057 1) 110% Mortality 2,306 2,106 1,940 2) 120% Lapse 2,404 2,203 2,037 3) 400% Defaults 2,369 2,159 1,987 The ten-year projections are included on the following pages. - 12 - Milliman Primerica Life: 110% Mortality Line of Business Statutory Projection (post-tax; in millions of dollars) Year Ending June 30, 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Existing Business at 06/30/2009 Primerica - Net (Before New Conversions) $203.3 $136.4 $131.6 $127.8 $124.1 $119.2 $117.3 $119.0 $123.7 $125.9 Primerica New Conversions - Net (42.5 ) (0.5) (1.2 ) (3.2 ) (4.9 ) (5.6 ) (6.1 ) (6.5 ) (6.3 ) (6.2 ) Miscellaneous Primerica 13.1 12.9 12.8 12.8 12.9 13.0 13.0 13.0 13.0 12.9 Total Existing Business $173.9 $148.8 $143.2 $137.5 $132.1 $126.6 $124.2 $125.5 $130.3 $132.6 Ten Years of New Business from 06/30/2009 Traditional Life $(201.1 ) $(181.1 )$(158.2 ) $(136.1 ) $(112.0 ) $(89.1 ) $(63.8 ) $(34.9 ) $(2.6 ) $33.1 Primerica Waiver of Premium 0.6 1.5 2.3 3.1 3.9 4.8 5.7 6.6 7.6 8.7 Primerica Retained Asset Account 0.2 0.5 0.9 1.4 1.9 2.5 3.1 3.8 4.6 5.5 Total New Business $(200.4 ) $(179.1 )$(155.0 ) $(131.6 ) $(106.2 ) $(81.9 ) $(55.1 ) $(24.5 ) $9.6 $47.3 Unallocated Expense (16.7 ) (16.7) (16.7 ) (16.7 ) (16.7 ) (16.7 ) (16.7 ) (16.7 ) (16.7 ) (16.7 ) Change in Internal Reserve Financing 23.3 (0.2) (11.8 ) (38.5 ) (37.2 ) (35.2 ) (34.8 ) (34.3 ) (33.5 ) (31.4 ) Interest Cost on Internal Reserve Financing (30.1 ) (32.1) (32.1 ) (31.1 ) (27.7 ) (24.5 ) (214 ) (18.4 ) (15.4 ) (12.5 ) Interest on Capital, Surplus & AVR 21.9 20.9 18.3 15.9 12.9 11.2 10.8 11.9 15.0 20.9 Total Pre-Tax Earnings $(28.1 ) $(58.3 )$(54.1 ) $(64.5 ) $(42.7 ) $(20.4 ) $7.0 $43.5 $89.3 $140.1 Federal Income Tax (35.0%) 0.0 (0.0 ) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 (46.1 ) NBL Distributed Earnings 11.3 12.2 12.2 12.3 12.5 12.3 12.3 12.2 12.8 13.5 After-Tax Earnings (16.8 ) (46.1) (41.9 ) (52.2 ) (30.2 ) (8.1 ) 19.3 55.7 102.1 107.6 Distributed Earnings (Target RBC Ratio=300%) $20.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 General Account Liabilities $673.7 $709.2 $759.0 $860.6 $1,007.5 $1,194.6 $1,419.9 $1,679.0 $1,968.9 $2,289.9 $2,638.2 Separate Account Liabilities 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 General Account Tax Reserve (Net of DAC) (50.7 ) 20.4 116.7 258.0 435.4 641.9 873.1 1,123.2 1,388.0 1,666.2 1,955.0 External Reserve Financing (w/LOC @300bp) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 50% Inforce Internal Reserve Financing (w/LOC @300bp) 345.8 369.1 368.9 357.1 318.6 281.5 246.3 211.5 177.3 143.7 112.3 Interest Maintenance Reserve 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Capital, Surplus & AVR Excluding NBL 384.0 367.2 321.1 279.2 227.0 196.8 188.7 208.1 263.8 365.9 473.5 NBL Carrying Value 150.0 150.0 150.0 150.0 150.0 150.0 150.0 150.0 150.0 150.0 150.0 Capital, Surplus & AVR Including NBL 534.0 517.2 471.1 429.2 377.0 346.8 338.7 358.1 413.8 515.9 623.5 NAIC RBC (Company Action Level) 90.0 93.6 97.5 101.9 107.1 113.0 119.4 126.7 135.0 144.2 154.6 RBC Ratio (Company Action Level) 593.2 % 552.3 % 483.2% 421.4 % 352.0 % 306.8 % 283.6 % 282.6 % 306.6 % 357.7 % 403.2 % Note: Interest on Capital, Surplus, & AVR is based on a net earnings rate of 5.70%. - 13 - Milliman Primerica Life: 110% Mortality Line of Business Statutory Projection (post-tax; in millions of dollars) Year Ending June 30, 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Existing and New Business Gross Premium Income $422.5 $546.0 $665.7 $786.6 $910.6 $1,039.7 $1,175.8 $1,330.2 $1,502.9 $1,683.3 Reinsurance Premiums (Net of Allowances) (118.0 ) (142.5 ) (171.6 ) (204.8 ) (242.3 ) (282.9 ) (327.7 ) (383.9 ) (445.8 ) (514.5 ) Allowances From PrimeRe 92.1 85.3 80.7 77.2 74.2 71.4 69.0 665 63.5 60.6 Investment Income 79.8 83.3 85.1 89.7 95.9 105.3 117.9 133.9 153.6 177.7 Total Income $476.4 $572.1 $659.9 $748.6 $838.3 $933.4 $1,035.0 $1,146.7 $1,274.3 $1,407.0 Surrender, Health and Other Benefits $6.6 $12.7 $8.0 $7.0 $7.3 $8.1 $9.7 $11.2 $13.4 $15.5 Direct Death Benefits 200.3 227.6 259.3 296.0 337.0 382.5 432.4 491.5 560.6 636.6 Reinsurance Death Benefits (114.3 ) (139.0 ) (167.5 ) (200.4 ) (237.3 ) (278.0 ) (322.6 ) (375.5 ) (437.3 ) (505.9 ) Cost of Financing 30.1 32.1 32.1 31.1 27.7 24.5 21.4 18.4 15.4 12.5 Reserve Increase 32.8 47.2 106.8 175.3 211.1 244.7 274.3 300.0 328.0 352.5 Expense (Other Than Premium Tax) (Incl Unalloc) 158.2 162.4 168.6 176.1 184.3 194.1 205.2 217.2 230.1 243.9 Premium Tax 35.1 36.0 37.3 39.0 40.8 42.8 45.0 47.4 50.1 53.0 Commission 155.6 251.4 269.4 289.1 310.1 335.2 362.7 392.9 424.7 458.9 Total Benefits and Expenses $504.4 $630.4 $714.0 $813.1 $881.0 $953.8 $1,028.0 $1,103.2 $1,185.0 $1,266.9 Total Pre-Tax Earnings $(28.1 ) $(58.3 ) $(54.1 ) $(64.5 ) $(42.7 ) $(20.4 ) $7.0 $43.5 $89.3 $140.1 Federal Income Tax (35.0%) 0.0 (0.0 ) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 (46.1 ) NBL Distributed Earnings 11.3 12.2 12.2 12.3 12.5 12.3 12.3 12.2 12.8 13.5 After-Tax Earnings $(16.8 ) $(46.1 ) $(41.9 ) $(52.2 ) $(30.2 ) $(8.1 ) $19.3 $55.7 $102.1 $107.6 Distributed Earnings (Target RBC Ratio=300%) $20.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 General Account Liabilities $673.7 $709.2 $759.0 $860.6 $1,007.5 $1,194.6 $1,419.9 $1,679.0 $1,968.9 $2,289.9 $2,638.2 Separate Account Liabilities 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 General Account Tax Reserve (Net of DAC) (50.7 ) 20.4 116.7 258.0 435.4 641.9 873.1 1,123.2 1,388.0 1,666.2 1,955.0 External Reserve Financing (w/LOC @300bp) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 50% Inforce Internal Reserve Financing (w/LOC @300bp) 345.8 369.1 368.9 357.1 318.6 281.5 246.3 211.5 177.3 143.7 112.3 Interest Maintenance Reserve 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Capital, Surplus & AVR 534.0 517.2 471.1 429.2 377.0 346.8 338.7 358.1 413.8 515.9 623.5 NAIC RBC (Company Action Level) 90.0 93.6 97.5 101.9 107.1 113.0 119.4 126.7 135.0 144.2 154.6 RBC Ratio (Company Action Level) 593.2 % 552.3 % 483.2 % 421.4 % 352.0 % 306.8 % 283.6 % 282.6 % 306.6 % 357.7 % 403.2 % Note: Interest on Capital, Surplus, & AVR is based on a net earnings rate of 5.70%. - 14 - Milliman PrimeRe: 110% Mortality Line of Business Statutory Projection (post-tax; in millions of dollars) Year Ending June 30, 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Existing Business at 06/30/2009 Term — Net (Before New Conversions) $505.4 $545.7 $526.3 $511.2 $496.4 $476.9 $469.3 $458.7 $436.7 $406.2 Term — New Conversions - Net (170.1 ) (1.9 ) (4.6 ) (12.7 ) (19.6 ) (22.4 ) (24.5 ) (26.1 ) (25.4 ) (24.9 ) Canada Segregated Funds — — — — — — — — — — Miscellaneous 12.3 11.4 10.7 10.1 9.5 9.0 8.5 7.9 7.4 6.9 Total Existing Business $347.6 $555.1 $532.4 $508.7 $486.3 $463.5 $453.2 $440.5 $418.8 $388.2 Ten Years of New Business from 06/30/2009 N/A $— $— $— $— $— $— $— $— $— $— Total New Business $— $— $— $— $— $— $— $— $— $— Unallocated Expense (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) Change in Internal Reserve Financing (23.3 ) 0.2 11.8 38.5 37.2 35.2 34.8 34.3 33.5 31.4 Interest Cost on Internal Reserve Financing 30.1 32.1 32.1 31.1 27.7 24.5 21.4 18.4 15.4 12.5 Interest on Capital, Surplus & AVR 17.3 16.3 15.2 14.3 13.5 12.6 11.9 11.2 10.4 9.6 Total Pre-Tax Earnings $366.7 $598.7 $586.5 $587.6 $559.7 $530.7 $516.3 $499.4 $473.1 $436.8 Federal Income Tax (35.0%) (165.4 ) (190.5 ) (185.6 ) (186.9 ) (178.0 ) (168.9 ) (165.1 ) (160.5 ) (153.4 ) (143.1 ) After-Tax Earnings $201.2 $408.2 $400.9 $400.7 $381.7 $361.9 $351.3 $338.9 $319.7 $293.7 Distributed Earnings $— $218.8 $426.2 $416.5 $415.9 $396.9 $374.3 $363.9 $352.6 $333.3 $307.0 General Account Liabilities $3,443.7 $3,634.0 $3,613.3 $3,548.6 $3,428.6 $3,282.8 $3,118.4 $2,923.4 $2,697.7 $2,452.9 $2,201.3 Separate Account Liabilities — — — — — — — — — — — General Account Tax Reserve (Net of DAC) 2,642.4 2,682.3 2,706.1 2,697.4 2,655.6 2,582.7 2,487.0 2,355.5 2,188.3 1,995.8 1,790.1 External Reserve Financing (w/LOC @300bp) — — — — — — — — — — — 50% Inforce Internal Reserve Financing (w/LOC @300bp) (345.8 ) (369.1 ) (368.9 ) (357.1 ) (318.6 ) (281.5 ) (246.3 ) (211.5 ) (177.3 ) (143.7 ) (112.3 ) Interest Maintenance Reserve — — — — — — — — — — — Capital, Surplus & AVR 303.0 285.4 267.3 251.8 236.5 221.3 208.8 196.2 182.5 169.0 155.7 NAIC RBC (Company Action Level) 101.0 95.1 89.1 83.9 78.8 73.8 69.6 65.4 60.8 56.3 51.9 RBC Ratio (Company Action Level) 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % Note: Interest on Capital, Surplus, & AVR is based on a net earnings rate of 5.70%. - 15 - Milliman PrimeRe: 110% Mortality Projected Statutory Operating Results (post-tax; in millions of dollars) Year Ending June 30, 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Existing and New Business Gross Premium Income $1,330.4 $1,254.3 $1,201.5 $1,162.0 $1,130.1 $1,101.5 $1,075.4 $1,039.6 $1,000.3 $965.8 Reinsurance Premiums (Net of Allowances) (420.8 ) (435.5 ) (451.7 ) (469.5 ) (488.7 ) (503.7 ) (517.4 ) (525.2 ) (529.4 ) (534.0 ) Seg Fund Policy Charges — — — — — — — — — — Investment Income 204.9 212.0 208.3 203.1 196.3 188.3 179.2 168.4 155.8 142.3 Total Income $1,114.4 $1,030.8 $958.1 $895.5 $837.8 $786.0 $737.3 $682.7 $626.7 $574.1 Surrender, Health and Other Benefits $46.8 $45.0 $41.7 $39.6 $37.8 $36.3 $34.8 $33.7 $32.2 $30.7 Direct Death Benefits 731.7 727.0 737.6 751.8 766.7 781.3 793.5 799.0 795.5 786.4 Reinsurance Death Benefits (403.4 ) (410.3 ) (425.4 ) (442.1 ) (459.6 ) (476.3 ) (490.8 ) (500.8 ) (504.3 ) (502.5 ) Cost of Financing (30.1 ) (32.1 ) (32.1 ) (31.1 ) (27.7 ) (24.5 ) (21.4 ) (18.4 ) (15.4 ) (12.5 ) Reserve Increase 189.1 (21.5) (64.8 ) (119.6 ) (144.2 ) (162.6 ) (193.1 ) (226.6 ) (246.1 ) (250.9 ) Expense Allowances 92.1 85.3 80.7 77.2 74.2 71.4 69.0 66.5 63.5 60.6 Other Expenses 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 Commission 116.6 33.6 29.0 27.2 26.0 24.8 24.0 25.0 23.3 20.6 Total Benefits and Expenses $747.8 $432.1 $371.7 $307.9 $278.1 $255.3 $221.0 $183.4 $153.6 $137.4 Total Pre-Tax Earnings $366.7 $598.7 $586.5 $587.6 $559.7 $530.7 $516.3 $499.4 $473.1 $436.7 Federal Income Tax (35.0%) (165.4 ) (190.5 ) (185.6 ) (186.9 ) (178.0 ) (168.9 ) (165.1 ) (160.5 ) (153.4 ) (143.1 ) After-Tax Earnings $201.2 $408.2 $400.9 $400.7 $381.7 $361.9 $351.2 $338.9 $319.6 $293.7 Distributed Earnings (Target RBC Ratio=300%) $— $218.8 $426.2 $416.5 $415.9 $396.9 $374.3 $363.9 $352.6 $333.3 $307.0 General Account Liabilities $3,443.7 $3,634.0 $3,613.3 $3,548.6 $3,428.6 $3,282.8 $3,118.4 $2,923.4 $2,697.7 $2,452.9 $2,201.3 Separate Account Liabilities — — — — — — — — — — — General Account Tax Reserve (Net of DAC) 2,642.4 2,682.3 2,706.1 2,697.4 2,655.6 2,582.7 2,487.0 2,355.5 2,188.3 1,995.8 1,790.1 External Reserve Financing (w/LOC @300bp) — — — — — — — — — — — 50% Inforce Internal Reserve Financing (w/LOC @300bp) (345.8) (369.1 ) (368.9 ) (357.1 ) (318.6 ) (281.5 ) (246.3 ) (211.5 ) (177.3 ) (143.7 ) (112.3 ) Interest Maintenance Reserve — — — — — — — — — — — Capital, Surplus & AVR 303.0 285.4 267.3 251.8 236.5 221.3 208.8 196.2 182.5 169.0 155.7 NAIC RBC (Company Action Level) 101.0 95.1 89.1 83.9 78.8 73.8 69.6 65.4 60.8 56.3 51.9 RBC Ratio (Company Action Level) 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % Note: Interest on Capital, Surplus, & AVR is based on a net earnings rate of 5.70%. - 16 - Milliman Primerica Life: 120% Lapse Line of Business Statutory Projection (post-tax; in millions of dollars) Year Ending June 30, 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Existing Business at 06/30/2009 Primerica - Net (Before New Conversions) $218.6 $148.6 $140.6 $134.3 $128.2 $121.2 $117.3 $116.8 $119.1 $118.7 Primerica New Conversions - Net (42.2 ) 0.6 0.2 (1.3 ) (2.6 ) (3.0 ) (33 ) (3.5 ) (3.1 ) (2.8 ) Miscellaneous Primerica 12.3 11.7 11.5 11.4 11.4 11.3 11.3 11.2 11.0 10.9 Total Existing Business $188.6 $160.9 $152.4 $144.4 $136.9 $129.5 $125.2 $124.5 $127.0 $126.8 Ten Years of New Business from 06/30/2009 Traditional Life $(201.4 ) $(181.8 ) $(160.7 ) $(140.5 ) $(118.9 ) $(99.3 ) $(78.0 ) $(54.1 ) $(27.8 ) $0.8 Primerica Waiver of Premium 0.6 1.4 2.2 2.9 3.6 4.4 5.2 6.0 6.9 7.8 Primerica Retained Asset Account 0.2 0.5 0.8 1.2 1.6 2.1 2.6 3.2 3.9 4.6 Total New Business $(200.7 ) $(179.9 ) $(157.7 ) $(136.4 ) $(113.7 ) $(92.8 ) $(70.2 ) $(44.9 ) $(17.1 ) $13.2 Unallocated Expense (17.4 ) (17.4 ) (17.4 ) (17.4 ) (17.4 ) (17.4 ) (17.4 ) (17.4 ) (17.4 ) (17.4 ) Change in Internal Reserve Financing 19.0 (4.8 ) (13.1 ) (39.1 ) (36.9 ) (35.1 ) (34.0 ) (32.9 ) (31.9 ) (29.7 ) Interest Cost on Internal Reserve Financing (30.1 ) (31.7 ) (31.3 ) (30.2 ) (26.8 ) (23.6 ) (20.5 ) (17.5 ) (14.7 ) (11.9 ) Interest on Capital, Surplus & AVR 21.9 21.5 19.2 17.2 14.4 12.6 11.8 12.2 14.3 18.4 Total Pre-Tax Earnings $(18.7 ) $(51.5 ) $(47.9 ) $(61.5 ) $(43.5 ) $(26.8 ) $(5.1) $23.9 $60.3 $99.4 Federal Income Tax (35.0%) — (—) — — — — — — — — NBL Distributed Earnings 11.3 12.2 12.2 12.3 12.4 12.3 12.3 12.2 12.8 13.5 After-Tax Earnings $(7.4 ) $(39.3 ) $(35.6 ) $(49.3 ) $(31.0 ) $(14.4 ) $7.2 $36.1 $73.1 $112.9 Distributed Earnings (Target RBC Ratio=300%) $20.0 $— $— $— $— $— $— $— $— $— $— General Account Liabilities $673.7 $675.9 $713.1 $796.6 $918.6 $1,073.8 $1,259.9 $1,472.9 $1,710.2 $1,972.1 $2,255.2 Separate Account Liabilities — — — — — — — — — — — General Account Tax Reserve (Net of DAC) (50.7 ) (10.2 ) 78.3 207.1 365.9 547.6 747.4 960.1 1,181.6 1,411.1 1,646.3 External Reserve Financing (w/LOC @300bp) — — — — — — — — — — — 50% Inforce Internal Reserve Financing (w/LOC @300bp) 345.8 364.8 360.0 346.9 307.8 270.9 235.8 201.7 168.8 136.9 107.2 Interest Maintenance Reserve — — — — — — — — — — — Capital, Surplus & AVR Excluding NBL 384.0 376.6 337.3 301.6 252.4 221.4 206.9 214.1 250.2 323.3 436.1 NBL Carrying Value 150.0 150.0 150.0 150.0 150.0 150.0 150.0 150.0 150.0 150.0 150.0 Capital, Surplus & AVR Including NBL 534.0 526.6 487.3 451.6 402.4 371.4 356.9 364.1 400.2 473.3 586.1 NAIC RBC (Company Action Level) 89.7 92.5 95.3 98.5 102.5 107.1 112.0 117.7 124.3 131.7 140.0 RBC Ratio (Company Action Level) 595.5 % 569.2 % 511.6 % 458.7 % 392.6 % 346.9 % 318.6 % 309.3 % 322.1 % 359.4 % 418.6 % Note: Interest on Capital, Surplus, & AVR is based on a net earnings rate of 5.70%. - 17 - Milliman Primerica Life: 120% Lapse Projected Statutory Operating Results (post-tax; in millions of dollars) Year Ending June 30, 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Existing and New Business Gross Premium Income $417.9 $528.4 $632.9 $737.1 $843.1 $952.8 $1,068.1 $1,199.6 $1,346.3 $1,498.1 Reinsurance Premiums (Net of Allowances) (116.4 ) (137.8 ) (163.1 ) (191.7 ) (223.8 ) (258.1 ) (295.8 ) (343.3 ) (395.1 ) (451.9 ) Allowances From PrimeRe 91.3 83.2 77.8 73.6 70.1 66.8 64.1 61.3 58.2 55.1 Investment Income 79.2 81.6 82.6 85.9 90.4 97.5 107.1 119.4 134.7 153.3 Total Income $472.0 $555.5 $630.2 $705.0 $779.8 $859.0 $943.6 $1,037.0 $1,144.2 $1,254.6 Surrender, Health and Other Benefits $35.7 $16.5 $11.7 $10.6 $10.8 $11.5 $12.9 $14.1 $16.0 $17.9 Direct Death Benefits 180.7 201.9 226.5 254.9 286.5 321.3 359.2 404.3 456.9 513.9 Reinsurance Death Benefits (103.0 ) (122.9 ) (145.7 ) (171.6 ) (200.5 ) (232.2 ) (266.6 ) (307.3 ) (354.7 ) (406.7 ) Cost of Financing 30.1 31.7 31.3 30.2 26.8 23.6 20.5 17.5 14.7 11.9 Reserve Increase (0.7 ) 34.5 85.6 147.3 175.8 203.1 225.8 245.2 267.1 286.0 Expense (Other Than Premium Tax) (Incl Unalloc) 158.2 160.9 165.8 171.9 178.9 187.4 197.2 208.0 219.5 231.9 Premium Tax 34.7 35.0 35.8 36.9 38.1 39.6 41.3 43.1 45.2 47.5 Commission 155.1 249.3 267.0 286.3 306.8 331.5 358.5 388.1 419.3 452.8 Total Benefits and Expenses $490.7 $607.0 $678.0 $766.5 $823.2 $885.7 $948.7 $1,013.0 $1,083.9 $1,155.2 Total Pre-Tax Earnings $(18.7 ) $(51.5 ) $(47.9 ) $(61.5 ) $(43.5 ) $(26.8 ) $(5.1 ) $23.9 $60.3 $99.4 Federal Income Tax (35.0%) — (—) — — — — — — — — NBL Distributed Earnings 11.3 12.2 12.2 12.3 12.4 12.3 12.3 12.2 12.8 13.5 After-Tax Earnings $(7.4 ) $(39.3 ) $(35.6 ) $(49.3 ) $(31.0 ) $(14.4 ) $7.2 $36.1 $73.1 $112.9 Distributed Earnings (Target RBC Ratio=300%) $20.0 $— $— $— $— $— $— $— $— $— $— General Account Liabilities $673.7 $675.9 $713.1 $796.6 $918.6 $1,073.8 $1,259.9 $1,472.9 $1,710.2 $1,972.1 $2,255.2 Separate Account Liabilities — — — — — — — — — — — General Account Tax Reserve (Net of DAC) (50.7 ) (10.2 ) 78.3 207.1 365.9 547.6 747.4 960.1 1,181.6 1,411.1 1,646.3 External Reserve Financing (w/LOC @300bp) — — — — — — — — — — — 50% Inforce Internal Reserve Financing (w/LOC @300bp) 345.8 364.8 360.0 346.9 307.8 270.9 235.8 201.7 168.8 136.9 107.2 Interest Maintenance Reserve — — — — — — — — — — — Capital, Surplus & AVR 534.0 526.6 487.3 451.6 402.4 371.4 356.9 364.1 400.2 473.3 586.1 NAIC RBC (Company Action Level) 89.7 92.5 95.3 98.5 102.5 107.1 112.0 117.7 124.3 131.7 140.0 RBC Ratio (Company Action Level) 595.5 % 569.2 % 511.6 % 458.7 % 392.6 % 346.9 % 318.6 % 309.3 % 322.1 % 359.4 % 418.6 % Note: Interest on Capital, Surplus, & AVR is based on a net earnings rate of 5.70%. - 18 - Milliman PrimeRe: 120% Lapse Line of Business Statutory Projection (post-tax; in millions of dollars) Year Ending June 30, 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Existing Business at 06/30/2009 Term — Net (Before New Conversions) $566.2 $594.5 $562.4 $537.2 $512.7 $484.8 $469.2 $451.2 $423.2 $388.3 Term — New Conversions - Net (168.7 ) 2.2 1.0 (5.3 ) (10.5 ) (12.0 ) (13.2 ) (13.9 ) (12.4 ) (11.2 ) Canada Segregated Funds — — — — — — — — — — Miscellaneous 12.2 11.2 10.4 9.8 9.1 8.6 8.0 7.4 6.9 6.4 Total Existing Business $409.7 $607.9 $573.8 $541.6 $511.4 $481.3 $464.0 $444.7 $417.7 $383.5 Ten Years of New Business from 06/30/2009 N/A $— $— $— $— $— $— $— $— $— $— Total New Business $— $— $— $— $— $— $— $— $— $— Unallocated Expense (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) Change in Internal Reserve Financing (19.0 ) 4.8 13.1 39.1 36.9 35.1 34.0 32.9 31.9 29.7 Interest Cost on Internal Reserve Financing 30.1 31.7 31.3 30.2 26.8 23.6 20.5 17.5 14.7 11.9 Interest on Capital, Surplus & AVR 17.3 16.1 14.9 13.9 12.9 12.0 11.2 10.4 9.6 8.9 Total Pre-Tax Earnings $433.1 $655.5 $628.0 $619.8 $582.9 $547.0 $524.7 $500.7 $468.9 $428.9 Federal Income Tax (35.0%) (185.5 ) (207.7 ) (198.1 ) (196.7 ) (185.1 ) (173.9 ) (167.6 ) (160.8 ) (151.9 ) (140.2 ) After-Tax Earnings $247.6 $447.9 $429.9 $423.1 $397.8 $373.1 $357.1 $339.9 $317.0 $288.7 Distributed Earnings $— $268.7 $468.7 $447.6 $440.0 $414.3 $386.7 $370.5 $353.8 $330.6 $301.7 General Account Liabilities $3,443.7 $3,594.2 $3,530.4 $3,430.7 $3,280.6 $3,110.6 $2,927.1 $2,719.8 $2,488.9 $2,244.8 $1,998.5 Separate Account Liabilities — — — — — — — — — — — General Account Tax Reserve (Net of DAC) 2,642.4 2,654.9 2,646.7 2,608.6 2,540.5 2,445.6 2,332.5 2,189.4 2,016.8 1,824.8 1,624.1 External Reserve Financing (w/LOC @300bp) — — — — — — — — — — — 50% Inforce Internal Reserve Financing (w/LOC @300bp) (345.8 ) (364.8 ) (360.0 ) (346.9 ) (307.8 ) (270.9 ) (235.8 ) (201.7 ) (168.8 ) (136.9 ) (107.2 ) Interest Maintenance Reserve — — — — — — — — — — — Capital, Surplus & AVR 303.0 281.8 261.0 243.3 226.4 209.9 196.3 183.0 169.0 155.5 142.4 NAIC RBC (Company Action Level) 101.0 93.9 87.0 81.1 75.5 70.0 65.4 61.0 56.3 51.8 47.5 RBC Ratio (Company Action Level) 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % Note: Interest on Capital, Surplus, & AVR is based on a net earnings rate of 5.70%. - 19 - Milliman PrimeRe: 120% Lapse Projected Statutory Operating Results (post-tax; in millions of dollars) Year Ending June 30, 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Existing and New Business Gross Premium Income $1,317.6 $1,222.1 $1,156.2 $1,106.3 $1,065.6 $1,029.3 $996.5 $955.8 $913.1 $875.5 Reinsurance Premiums (Net of Allowances) (415.2 ) (424.0 ) (435.0 ) (447.9 ) (462.2 ) (472.8 ) (482.1 ) (486.1 ) (486.9 ) (488.5 ) Seg Fund Policy Charges 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Investment Income 205.6 210.2 204.1 196.7 188.2 178.6 168.4 156.8 143.9 130.3 Total Income $1,108.1 $1,008.4 $925.3 $855.1 $791.6 $735.1 $682.8 $626.5 $570.0 $517.3 Surrender, Health and Other Benefits $46.9 $45.0 $41.2 $38.8 $36.8 $35.2 $33.6 $32.3 $30.8 $29.2 Direct Death Benefits 660.6 647.6 649.8 655.9 662.9 669.7 674.7 674.3 666.6 654.7 Reinsurance Death Benefits (363.9 ) (364.7 ) (373.7 ) (384.5 ) (396.1 ) (407.2 ) (416.5 ) (422.0 ) (422.3 ) (418.3 ) Cost of Financing (30.1 ) (31.7 ) (31.3 ) (30.2 ) (26.8 ) (23.6 ) (20.5 ) (17.5 ) (14.7 ) (11.9 ) Reserve Increase 149.1 (64.6 ) (100.0 ) (149.9 ) (168.6 ) (181.9 ) (205.6 ) (231.9 ) (245.4 ) (245.8 ) Expense Allowances 91.3 83.2 77.8 73.6 70.1 66.8 64.1 61.3 58.2 55.1 Other Expenses 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 Commission 116.0 33.1 28.4 26.6 25.3 24.1 23.4 24.5 22.9 20.4 Total Benefits and Expenses $675.0 $352.9 $297.2 $235.3 $208.6 $188.2 $158.2 $125.9 $101.1 $88.4 Total Pre-Tax Earnings $433.1 $655.5 $628.0 $619.8 $583.0 $547.0 $524.7 $500.6 $468.9 $428.8 Federal Income Tax (35.0%) (185.5 ) (207.7 ) (198.1 ) (196.7 ) (185.1 ) (173.9 ) (167.6 ) (160.8 ) (151.9 ) (140.2 ) After-Tax Earnings $247.6 $447.9 $429.9 $423.1 $397.8 $373.1 $357.1 $339.8 $316.9 $288.6 Distributed Earnings (Target RBC Ratio=300%) $0.0 $268.7 $468.7 $447.6 $440.0 $414.3 $386.7 $370.5 $353.8 $330.6 $301.7 General Account Liabilities $3,443.7 $3,594.2 $3,530.4 $3,430.7 $3,280.6 $3,110.6 $2,927.1 $2,719.8 $2,488.9 $2,244.8 $1,998.5 Separate Account Liabilities 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 General Account Tax Reserve (Net of DAC) 2,642.4 2,654.9 2,646.7 2,608.6 2,540.5 2,445.6 2,332.5 2,189.4 2,016.8 1,824.8 1,624.1 External Reserve Financing (w/LOC @300bp) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 50% Inforce Internal Reserve Financing (w/LOC @300bp) (345.8 ) (364.8 ) (360.0 ) (346.9 ) (307.8 ) (270.9 ) (235.8 ) (201.7 ) (168.8 ) (136.9 ) (107.2 ) Interest Maintenance Reserve 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Capital, Surplus & AVR 303.0 281.8 261.0 243.3 226.4 209.9 196.3 183.0 169.0 155.5 142.4 NAIC RBC (Company Action Level) 101.0 93.9 87.0 81.1 75.5 70.0 65.4 61.0 56.3 51.8 47.5 RBC Ratio (Company Action Level) 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % Note: Interest on Capital, Surplus, & AVR is based on a net earnings rate of 5.70%. - 20 - Milliman Primerica Life: 400% Defaults Line of Business Statutory Projection (post-tax; in millions of dollars) Year Ending June 30, 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Existing Business at 06/30/2009 Primerica - Net (Before New Conversions) $205.4 $137.7 $132.5 $128.4 $124.4 $119.5 $117.7 $119.6 $124.5 $126.9 Primerica New Conversions - Net (42.3 ) (0.1 ) (0.3 ) (1.9 ) (3.3 ) (3.7 ) (4.2 ) (12.5 ) (13.3 ) (18.8 ) Miscellaneous Primerica 9.9 9.6 9.6 9.6 9.6 9.6 9.7 9.7 9.6 9.6 Total Existing Business $172.9 $147.2 $141.7 $136.0 $130.8 $125.4 $123.2 $116.7 $120.8 $117.6 Ten Years of New Business from 06/30/2009 Traditional Life $(200.1 ) $(179.7 ) $(157.1 ) $(135.3 ) $(112.0 ) $(90.1 ) $(66.0 ) $(38.4 ) $(7.7 ) $26.4 Primerica Waiver of Premium 0.6 1.5 2.3 3.1 3.9 4.8 5.7 6.6 7.6 8.7 Primerica Retained Asset Account 0.2 0.4 0.7 1.1 1.4 1.9 2.3 2.9 3.4 4.1 Total New Business $(199.4 ) $(177.9 ) $(154.0 ) $(131.2 ) $(106.6 ) $(83.4 ) $(58.0 ) $(29.0 ) $3.4 $39.2 Unallocated Expense (16.7 ) (16.7 ) (16.7 ) (16.7 ) (16.7 ) (16.7 ) (16.7 ) (16.7 ) (16.7 ) (16.7 ) Change in Internal Reserve Financing 23.4 (0.1 ) (6.8 ) (37.2 ) (36.0 ) (35.1 ) (34.8 ) (34.4 ) (33.8 ) (31.9 ) Interest Cost on Internal Reserve Financing (30.1 ) (32.1 ) (32.1 ) (31.5 ) (28.3 ) (25.2 ) (22.1 ) (19.1 ) (16.1 ) (13.2 ) Interest on Capital, Surplus & AVR 19.2 18.2 15.7 13.6 10.8 9.1 8.4 8.9 10.8 14.8 Total Pre-Tax Earnings $(30.6 ) $(61.3 ) $(52.2 ) $(66.9 ) $(46.0 ) $(25.8 ) $0.0 $26.6 $68.4 $109.9 Federal Income Tax (35.0%) — (—) — — (—) — — — — (7.9 ) NBL Distributed Earnings 10.3 11.2 11.2 11.2 11.3 11.1 11.0 10.9 11.3 11.9 After-Tax Earnings $(20.4 ) $(50.1 ) $(41.1 ) $(55.7 ) $(34.7 ) $(14.7 ) $11.1 $37.4 $79.8 $113.9 Distributed Earnings (Target RBC Ratio=300%) $20.0 $— $— $— $— $— $— $— $— $— $— General Account Liabilities $673.7 $682.3 $731.7 $832.4 $978.1 $1,163.9 $1,387.8 $1,645.5 $1,927.3 $2,247.5 $2,605.5 Separate Account Liabilities — — — — — — — — — — — General Account Tax Reserve (Net of DAC) (50.7 ) (5.9 ) 90.8 232.1 409.3 615.6 846.6 1,096.7 1,354.2 1,631.0 1,928.1 External Reserve Financing (w/LOC @300bp) — — — — — — — — — — — 50% Inforce Internal Reserve Financing (w/LOC @300bp) 345.8 369.2 369.1 362.4 325.2 289.2 254.1 219.3 185.0 151.2 119.3 Interest Maintenance Reserve 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Capital, Surplus & AVR Excluding NBL 384.0 363.6 313.5 272.5 216.7 182.1 167.3 178.4 215.9 295.6 409.5 NBL Carrying Value 150.0 150.0 150.0 150.0 150.0 150.0 150.0 150.0 150.0 150.0 150.0 Capital, Surplus & AVR Including NBL 534.0 513.6 463.5 422.5 366.7 332.1 317.3 328.4 365.9 445.6 559.5 NAIC RBC (Company Action Level) 90.0 93.3 97.1 101.5 106.8 112.7 119.1 126.3 134.7 144.0 154.5 RBC Ratio (Company Action Level) 593.2 % 550.5 % 477.2 %416.2% 343.4 % 294.7 % 266.5 % 260.1 % 271.6 % 309.4 % 362.2 % Note: Interest on Capital, Surplus, & AVR is based on a net earnings rate of 5.00%. - 21 - Milliman Primerica Life: 400% Defaults Projected Statutory Operating Results (post-tax; in millions of dollars) Year Ending June 30, 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Existing and New Business Gross Premium Income $422.6 $546.2 $666.1 $787.2 $911.3 $1,040.6 $1,176.9 $1,345.0 $1,539.9 $1,736.5 Reinsurance Premiums (Net of Allowances) (118.1 ) (142.6 ) (171.8 ) (205.1 ) (242.6 ) (283.2 ) (328.2 ) (396.4 ) (470.3 ) (550.3 ) Allowances From PrimeRe 92.1 85.3 80.8 77.3 74.3 71.5 69.2 65.1 61.3 57.8 Investment Income 69.5 71.8 73.2 77.1 82.3 90.3 101.0 114.2 130.4 150.4 Total Income $466.1 $560.7 $648.2 $736.5 $825.3 $919.2 $1,018.9 $1,127.8 $1,261.3 $1,394.3 Surrender, Health and Other Benefits $33.7 $12.7 $8.4 $7.7 $8.1 $9.0 $10.6 $12.2 $14.4 $16.5 Direct Death Benefits 182.1 207.0 235.9 269.4 306.9 348.3 393.8 456.1 534.4 616.3 Reinsurance Death Benefits (103.9 ) (126.4 ) (152.4 ) (182.3 ) (215.9 ) (253.1 ) (293.7 ) (348.4 ) (417.1 ) (490.6 ) Cost of Financing 30.1 32.1 32.1 31.5 28.3 25.2 22.1 19.1 16.1 13.2 Reserve Increase 5.9 46.8 100.9 172.9 208.7 243.4 273.0 292.1 327.5 362.7 Expense (Other Than Premium Tax) (Incl Unalloc) 158.2 162.5 168.7 176.1 184.4 194.2 205.3 217.4 230.2 244.1 Premium Tax 35.1 36.0 37.4 39.0 40.8 42.9 45.1 47.5 50.2 53.1 Commission 155.6 251.4 269.4 289.1 310.1 335.2 362.8 405.3 437.2 469.2 Total Benefits and Expenses $496.8 $622.0 $700.5 $803.5 $871.3 $945.0 $1,018.9 $1,101.2 $1,192.9 $1,284.5 Total Pre-Tax Earnings $(30.6 ) $(61.3 ) $(52.2 ) $(66.9 ) $(46.0 ) $(25.8 ) $— $26.6 $68.4 $109.9 Federal Income Tax (35.0%) (—) — (—) — — — — — — (7.9 ) NBL Distributed Earnings 10.3 11.2 11.2 11.2 11.3 11.1 11.0 10.9 11.3 11.9 After-Tax Earnings $(20.4 ) $(50.1 ) $(41.1 ) $(55.7 ) $(34.7 ) $(14.7 ) $11.1 $37.4 $79.8 $113.9 Distributed Earnings (Target RBC Ratio=300%) $20.0 $— $— $— $— $— $— $— $— $— $— General Account Liabilities $673.7 $682.3 $731.7 $832.4 $978.1 $1,163.9 $1,387.8 $1,645.5 $1,927.3 $2,247.5 $2,605.5 Separate Account Liabilities — — — — — — — — — — — General Account Tax Reserve (Net of DAC) (50.7 ) (5.9 ) 90.8 232.1 409.3 615.6 846.6 1,096.7 1,354.2 1,631.0 1,928.1 External Reserve Financing (w/LOC @300bp) — — — — — — — — — — — 50% Inforce Internal Reserve Financing (w/LOC @300bp) 345.8 369.2 369.1 362.4 325.2 289.2 254.1 219.3 185.0 151.2 119.3 Interest Maintenance Reserve — — — — — — — — — — — Capital, Surplus & AVR 534.0 513.6 463.5 422.5 366.7 332.1 317.3 328.4 365.9 445.6 559.5 NAIC RBC (Company Action Level) 90.0 93.3 97.1 101.5 106.8 112.7 119.1 126.3 134.7 144.0 154.5 RBC Ratio (Company Action Level) 593.2 % 550.5 % 477.2 % 416.2 % 343.4 % 294.7 % 266.5 % 260.1 % 271.6 % 309.4 % 362.2 % Note: Interest on Capital, Surplus, & AVR is based on a net earnings rate of 5.00%. - 22 - Milliman PrimeRe: 400% Defaults Line of Business Statutory Projection (post-tax; in millions of dollars) Year Ending June 30, 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Existing Business at 06/30/2009 Term - Net (Before New Conversions) $513.4 $550.9 $529.8 $513.5 $497.7 $478.0 $470.7 $460.5 $438.7 $408.3 Term - New Conversions - Net (169.3 ) (0.3 ) (1.3 ) (7.7 ) (13.1 ) (14.9 ) (16.4 ) (9.2 ) (6.6 ) 0.5 Canada Segregated Funds — — — — — — — — — — Miscellaneous 10.1 9.3 8.8 8.3 7.8 7.4 6.9 6.5 6.1 5.7 Total Existing Business $354.2 $560.0 $537.3 $514.1 $492.4 $470.5 $461.3 $457.8 $438.2 $414.6 Ten Years of New Business from 06/30/2009 N/A $— $— $— $— $— $— $— $— $— $— Total New Business $— $— $— $— $— $— $— $— $— $— Unallocated Expense (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) (5.0 ) Change in Internal Reserve Financing (23.4 ) 0.1 6.8 37.2 36.0 35.1 34.8 34.4 33.8 31.9 Interest Cost on Internal Reserve Financing 30.1 32.1 32.1 31.5 28.3 25.2 22.1 19.1 16.1 13.2 Interest on Capital, Surplus & AVR 15.1 14.3 13.4 12.6 11.8 11.1 10.5 9.8 9.1 8.4 Total Pre-Tax Earnings $371.1 $601.4 $584.5 $590.4 $563.6 $536.8 $523.7 $516.1 $492.2 $463.0 Federal Income Tax (35.0%) (167.0 ) (191.4 ) (184.8 ) (187.7 ) (179.2 ) (170.8 ) (167.4 ) (166.3 ) (159.6 ) (151.4 ) After-Tax Earnings $204.1 $410.0 $399.8 $402.7 $384.4 $366.1 $356.3 $349.8 $332.6 $311.6 Distributed Earnings $— $221.7 $428.0 $415.2 $417.9 $399.6 $378.5 $368.9 $364.2 $346.8 $325.5 General Account Liabilities $3,443.7 $3,635.0 $3,615.4 $3,556.5 $3,438.6 $3,294.6 $3,130.8 $2,936.1 $2,717.3 $2,471.8 $2,208.8 Separate Account Liabilities — — — — — — — — — — — General Account Tax Reserve (Net of DAC) 2,642.4 2,685.6 2,712.5 2,706.6 2,667.5 2,597.0 2,503.3 2,373.6 2,215.1 2,025.2 1,812.0 External Reserve Financing (w/LOC @300bp) — — — — — — — — — — — 50% Inforce Internal Reserve Financing (w/LOC @300bp) (345.8 ) (369.2 ) (369.1 ) (362.4 ) (325.2 ) (289.2 ) (254.1 ) (219.3 ) (185.0 ) (151.2 ) (119.3 ) Interest Maintenance Reserve — — — — — — — — — — — Capital, Surplus & AVR 303.0 285.4 267.5 252.0 236.9 221.7 209.3 196.7 182.3 168.2 154.3 NAIC RBC (Company Action Level) 101.0 95.1 89.2 84.0 79.0 73.9 69.8 65.6 60.8 56.1 51.4 RBC Ratio (Company Action Level) 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % Note: Interest on Capital, Surplus, & AVR is based on a net earnings rate of 5.00%. - 23 - Milliman PrimeRe: 400% Defaults Projected Statutory Operating Results (post-tax; in millions of dollars) Year Ending June 30, 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Existing and New Business Gross Premium Income $1,330.7 $1,255.1 $1,202.9 $1,163.9 $1,132.6 $1,104.5 $1,079.1 $1,030.3 $969.7 $920.1 Reinsurance Premiums (Net of Allowances) (421.0 ) (435.9 ) (452.3 ) (470.4 ) (489.8 ) (505.1 ) (519.0 ) (515.0 ) (507.7 ) (501.5 ) Seg Fund Policy Charges — — — — — — — — — — Investment Income 180.5 186.7 183.6 179.0 173.1 166.1 158.2 149.0 138.1 126.1 Total Income $1,090.1 $1,006.0 $934.2 $872.5 $815.9 $765.6 $718.3 $664.3 $600.1 $544.6 Surrender, Health and Other Benefits $46.7 $45.0 $41.7 $39.5 $37.8 $36.3 $34.8 $33.7 $32.2 $30.7 Direct Death Benefits 665.3 661.3 671.3 684.7 698.7 712.4 723.9 721.0 702.8 682.3 Reinsurance Death Benefits (366.7 ) (373.2 ) (387.1 ) (402.5 ) (418.7) (434.1 ) (447.5 ) (450.2 ) (441.2 ) (428.9 ) Cost of Financing (30.1 ) (32.1 ) (32.1 ) (31.5 ) (28.3 ) (25.2 ) (22.1 ) (19.1 ) (16.1 ) (13.2 ) Reserve Increase 190.2 (20.4 ) (59.0 ) (117.6 ) (142.4 ) (162.0 ) (192.7 ) (219.7 ) (246.8 ) (262.3 ) Expense Allowances 92.1 85.3 80.8 77.3 74.3 71.5 69.2 65.1 61.3 57.8 Other Expenses 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 Commission 116.6 33.6 29.0 27.2 26.0 24.8 24.0 12.6 10.8 10.3 Total Benefits and Expenses $719.0 $404.6 $349.6 $282.1 $252.4 $228.7 $194.7 $148.3 $107.9 $81.7 Total Pre-Tax Earnings $371.1 $601.4 $584.5 $590.4 $563.6 $536.8 $523.7 $516.0 $492.1 $462.9 Federal Income Tax (35.0%) (167.0 ) (191.4 ) (184.8) (187.7) (179.2 ) (170.8) (167.4 ) (166.3 ) (159.6 ) (151.4 ) After-Tax Earnings $204.1 $410.0 $399.8 $402.7 $384.4 $366.1 $356.3 $349.8 $332.5 $311.5 Distributed Earnings (Target RBC Ratio=300%) $— $221.7 $428.0 $415.2 $417.9 $399.6 $378.5 $368.9 $364.2 $346.8 $325.5 General Account Liabilities 3,443.7 3,635.0 3,615.4 3,556.5 3,438.6 3,294.6 3,130.8 2,936.1 2,717.3 2,471.8 2,208.8 Separate Account Liabilities — — — — — — — — — — — General Account Tax Reserve (Net of DAC) 2,642.4 2,685.6 2,712.5 2,706.6 2,667.5 2,597.0 2,503.3 2,373.6 2,215.1 2,025.2 1,812.0 External Reserve Financing (w/LOC @300bp) — — — — — — — — — — — 50% Inforce Internal Reserve Financing (w/LOC @300bp) (345.8 ) (369.2 ) (369.1 ) (362.4 ) (325.2 ) (289.2 ) (254.1 ) (219.3 ) (185.0 ) (151.2 ) (119.3 ) Interest Maintenance Reserve — — — — — — — — — — — Capital, Surplus & AVR 303.0 285.4 267.5 252.0 236.9 221.7 209.3 196.7 182.3 168.2 154.3 NAIC RBC (Company Action Level) 101.0 95.1 89.2 84.0 79.0 73.9 69.8 65.6 60.8 56.1 51.4 RBC Ratio (Company Action Level) 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % 300.0 % Note: Interest on Capital, Surplus, & AVR is based on a net earnings rate of 5.00%. - 24 - Milliman Primerica Life: 3% Production Growth Line of Business Statutory Projection (post-tax; in millions of dollars) Year Ending June 30, 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Existing Business at 06/30/2009 Primerica - Net (Before New Conversions) $210.6 $143.0 $137.7 $133.5 $129.4 $124.2 $122.1 $123.7 $128.3 $130.3 Primerica New Conversions - Net (42.4 ) 0.2 (0.1 ) (1.7 ) (3.0 ) (3.4 ) (3.8 ) (12.2 ) (13.0 ) (18.5 ) Miscellaneous Primerica 12.3 12.0 11.9 11.9 12.0 12.0 12.0 12.0 12.0 11.9 Total Existing Business $180.6 $155.1 $149.5 $143.7 $138.3 $132.8 $130.4 $123.6 $127.3 $123.8 Ten Years of New Business from 06/30/2009 Traditional Life $(200.8 ) $(172.2 ) $(141.5 ) $(112.2 ) $(81.6 ) $(50.4 ) $(17.6 ) $17.7 $55.2 $94.8 Primerica Waiver of Premium 0.6 1.4 2.2 2.9 3.6 4.3 5.0 5.6 6.3 7.0 Primerica Retained Asset Account 0.2 0.5 0.8 1.2 1.6 2.1 2.6 3.1 3.7 4.3 Total New Business $(200.0 ) $(170.2 ) $(138.4 ) $(108.0 ) $(76.3 ) $(44.0 ) $(10.1 ) $26.4 $65.2 $106.0 Unallocated Expense (16.7 ) (16.7 ) (16.7 ) (16.7 ) (16.7 ) (16.7 ) (16.7 ) (16.7 ) (16.7 ) (16.7 ) Change in Internal Reserve Financing 23.4 (0.1 ) (6.8 ) (37.2 ) (36.0 ) (35.1 ) (34.8 ) (34.4 ) (33.8 ) (31.9 ) Interest Cost on Internal Reserve Financing (30.1 ) (32.1 ) (32.1 ) (31.5 ) (28.3 ) (25.2 ) (22.1 ) (19.1 ) (16.1 ) (13.2 ) Interest on Capital, Surplus & AVR 21.9 21.3 19.6 18.9 17.9 18.6 21.1 25.8 32.3 38.5 Total Pre-Tax Earnings $(20.9 ) $(42.6 ) $(24.9 ) $(30.7 ) $(1.0 ) $30.5 $67.9 $105.7 $158.2 $206.6 Federal Income Tax (35.0%) — — — — — — — (6.4 ) (64.1 ) (85.0 ) NBL Distributed Earnings 11.3 12.5 12.7 13.0 13.5 13.7 14.0 14.1 15.0 15.9 After-Tax Earnings $(9.7 ) $(30.1 ) $(12.1 ) $(17.7 ) $12.4 $44.2 $81.8 $113.4 $109.0 $137.5 Distributed Earnings (Target RBC Ratio=300%) $20.0 $— $— $— $— $— $— $— $— $— $— General Account Liabilities $673.7 $682.3 $731.3 $829.6 $968.6 $1,141.6 $1,344.3 $1,570.2 $1,806.9 $2,066.3 $2,345.4 Separate Account Liabilities — — — — — — — — — — — General Account Tax Reserve (Net of DAC) (50.7 ) (5.9 ) 92.1 234.5 410.5 611.7 832.0 1,063.8 1,293.2 1,529.9 1,772.9 External Reserve Financing (w/LOC @300bp) — — — — — — — — — — — 50% Inforce Internal Reserve Financing (w/LOC @300bp) 345.8 369.2 369.1 362.4 325.2 289.2 254.1 219.3 185.0 151.2 119.3 Interest Maintenance Reserve — — — — — — — — — — — Capital, Surplus & AVR Excluding NBL 384.0 374.3 344.2 332.1 314.4 326.8 371.0 452.9 566.3 675.3 812.8 NBL Carrying Value 150.0 150.0 150.0 150.0 150.0 150.0 150.0 150.0 150.0 150.0 150.0 Capital, Surplus & AVR Including NBL 534.0 524.3 494.2 482.1 464.4 476.8 521.0 602.9 716.3 825.3 962.8 NAIC RBC (Company Action Level) 90.0 93.3 97.0 101.1 105.8 110.9 116.1 121.7 128.1 134.8 141.8 RBC Ratio (Company Action Level) 593.2 % 562.0 % 509.3 % 476.9 % 438.8 % 429.9 % 448.8 % 495.2 % 559.3 % 612.1 % 679.0 % Note: Interest on Capital, Surplus, & AVR is based on a net earnings rate of 5.70%. - 25 - Milliman Primerica Life: 3% Production Growth Projected Statutory Operating Results (post-tax; in millions of dollars) Year Ending June 30, 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Existing and New Business Gross Premium Income $422.6 $542.7 $653.1 $759.2 $862.6 $964.1 $1,064.5 $1,188.1 $1,329.4 $1,462.6 Reinsurance Premiums (Net of Allowances) (118.1 ) (142.1 ) (169.9 ) (200.8 ) (234.7 ) (270.1 ) (308.0 ) (366.9 ) (428.9 ) (494.2 ) Allowances From PrimeRe 92.1 85.3 80.8 77.3 74.3 71.5 69.2 65.1 61.3 57.8 Investment Income 79.3 82.6 85.5 91.6 99.3 110.4 124.6 141.7 161.7 182.4 Total Income $475.9 $568.5 $649.4 $727.3 $801.5 $875.9 $950.4 $1,028.0 $1,123.5 $1,208.6 Surrender, Health and Other Benefits $33.7 $12.8 $8.9 $8.3 $8.8 $9.8 $11.6 $13.3 $15.5 $17.6 Direct Death Benefits 182.1 206.4 233.6 264.3 297.7 333.4 371.0 423.2 488.8 555.1 Reinsurance Death Benefits (103.9 ) (125.9 ) (150.6 ) (178.2 ) (208.4 ) (240.7 ) (274.8 ) (320.9 ) (378.8 ) (438.8 ) Cost of Financing 30.1 32.1 32.1 31.5 28.3 25.2 22.1 19.1 16.1 13.2 Reserve Increase 5.9 46.5 98.4 166.2 195.8 222.2 241.2 247.0 266.7 283.8 Expense (Other Than Premium Tax) (Incl Unalloc) 158.2 160.1 163.4 167.5 171.8 176.3 181.3 186.4 191.4 196.3 Premium Tax 35.1 36.0 37.1 38.5 39.9 41.3 42.8 44.4 46.0 47.6 Commission 155.6 243.2 251.3 260.0 268.8 277.9 287.3 309.8 319.6 327.2 Total Benefits and Expenses $496.8 $611.2 $674.3 $758.0 $802.6 $845.4 $882.5 $922.3 $965.3 $1,002.0 Total Pre-Tax Earnings $(20.9 ) $(42.6 ) $(24.9 ) $(30.7 ) $(1.0 ) $30.5 $67.9 $105.7 $158.2 $206.6 Federal Income Tax (35.0%) — — — — — — — (6.4 ) (64.1 ) (85.0 ) NBL Distributed Earnings 11.3 12.5 12.7 13.0 13.5 13.7 14.0 14.1 15.0 15.9 After-Tax Earnings $(9.7 ) $(30.1 ) $(12.1 ) $(17.7 ) $12.4 $44.2 $81.8 $113.4 $109.0 $137.5 Distributed Earnings (Target RBC Ratio=300%) $20.0 $— $— $— $— $— $— $— $— $— $— General Account Liabilities $673.7 $682.3 $731.3 $829.6 $968.6 $1,141.6 $1,344.3 $1,570.2 $1,806.9 $2,066.3 $2,345.4 Separate Account Liabilities — — — — — — — — — — — General Account Tax Reserve (Net of DAC) (50.7 ) (5.9 ) 92.1 234.5 410.5 611.7 832.0 1,063.8 1,293.2 1,529.9 1,772.9 External Reserve Financing (w/LOC @300bp) — — — — — — — — — — — 50% Inforce Internal Reserve Financing (w/LOC @300bp) 345.8 369.2 369.1 362.4 325.2 289.2 254.1 219.3 185.0 151.2 119.3 Interest Maintenance Reserve — — — — — — — — — — — Capital, Surplus & AVR 534.0 524.3 494.2 482.1 464.4 476.8 521.0 602.9 716.3 825.3 962.8 NAIC RBC (Company Action Level) 90.0 93.3 97.0 101.1 105.8 110.9 116.1 121.7 128.1 134.8 141.8 RBC Ratio (Company Action Level) 593.2 % 562.0 % 509.3 % 476.9 % 438.8 % 429.9 % 448.8 % 495.2 % 559.3 % 612.1 % 679.0 % Note: Interest on Capital, Surplus, & AVR is based on a net earnings rate of 5.70%. - 26 - Milliman SECTIO N III Product Descriptions, Methodology and Actuarial Assumptions The table below summarizes the term insurance inforce as of June 30, 2009, along with a static validation of the model. Primerica Term Business Static Validation As of June 30, 2009 ($ in millions) Primerica Actual Model A/E Policy Count $1,987,531 $1,978,221 100% Direct Face Amount 535,159 535,061 100 YRT Face Amount 354,361 355,936 100 Coinsurance Face Amount 20,859 20,823 100 Annualized Premium 1,688 1,679 101 Base Direct Stat Reserve $3,380 $3,389 100% - Base Ceded YRT Reserve 531 531 100 - Base Ceded Coinsurance Reserve 214 221 97 + Deficiency Reserve 855 833 103 =Net Stat Reserve $3,489 $3,470 101% The model was projected for June 30, 2009 inforce based on seriatim data provided by Primerica. A detailed description of the model is provided in Appendix B as well as the detailed actuarial assumptions. The projections extend for a 30 year period beginning June 30, 2009. The projections include premiums, death claims, expense allowances and statutory reserves on a direct and net of third party reinsurance basis. The projected cash flows are developed on an annual basis. Summarized below is a dynamic validation of the main cashflow items for the term model. Primerica Term Business Dynamic Validation (in millions of dollars) 7/1/2007-6/30/2008 7/1/2008-6/30/2009 Actual Model Actual Model Insurance Amount $534,081 $534,011 $536,715 $535,061 Direct Premiums 1,611.1 1,607.0 1,676.8 1,685.4 YRT Premiums 345.2 359.1 380.0 399.5 Coinsurance Premiums 144.3 130.8 128.9 132.2 Direct Claims 797.4 801.6 836.4 854.9 YRT Claims 308.3 305.8 337.9 346.2 Coinsurance Claims 130.7 116.7 121.5 116.9 Coinsurance Allowances 23.0 19.1 28.2 18.4 Net Insurance Cash Flows $786.2 $757.2 $819.2 $780.3 Commissions $294.0 $290.2 $275.7 $266.8 Net Cash Flows $492.2 $466.9 $543.4 $513.4 - 27 - Milliman Product Descriptions Primerica was an early leader in the U.S. term insurance market. The inforce business consists almost entirely of level term insurance with level periods of 10 to 30 years. Other minor term insurance is summarized in Appendix B. The business includes several optional riders: child term riders (CTR), spouse riders, increasing benefit riders (IBR), and waiver of premium. The policies inforce, other than the currently sold product, have exchange provisions which allow conversion to a recent plan without new underwriting, as described later in this section. The following is a brief description of the product history and features. Term Base Policy The majority of the businesses consist of renewable 10, 15, 20, 30 and 35 - year term insurance, and decreasing term to age 65. Common Sense Term (CST) was introduced in the mid-1980’s as a 20 year term product, followed by Banded CST with four different term periods, banded by size. The Eagle series was introduced in the early 1990’s. The Custom A, Custom B, Custom Plus and Custom IV were introduced in that order in the late 1990’s and early 2000’s. Prior to the introduction of Custom Advantage in 2007, the products had three underwriting classes: preferred, non-tobacco and tobacco. Custom Advantage, the only product that Primerica is currently selling, has an additional preferred plus underwriting class. The premium patterns vary by product, but typically remain level during the minimum of the initial level term period and a specified attained age. After the initial level term period, the premium steps up to a new level premium period. There may be one or several step – up premium periods, until the policy becomes annual renewable term at a specified age in the contract. The premium rates for each product series are unisex and vary by issue age, underwriting class and band. The premium bands are defined by the total face amount of the policy including riders and are as follows: Banded CST, Eagle, Custom A: $0-100k, $100-150k, $150-200k, $200-250k, $250-500k, $500k+ Eagle 2000: $0-100k, $100-150k, $150-200k, $200k+ Custom B: $0-150k, $150-250k, $250-350k, $350-500k, $500k+ Custom Plus, Custom Advantage: $0-150k, $150-250k, $250-500k, $500k+ Others: No Band Additionally, distribution summaries are provided in Appendix B. Child Rider A Child Rider may be added to any life policy. Each unit of this rider provides $1,000 of death benefit on any covered child (or children). If the primary insured dies, each child will be provided with $1,000 of term insurance per unit. There is no policy fee on the Child Rider. Premiums are $6.50 per unit for the rider, which covers all children of the primary insured. The rider expires on the policy expiration date or when the insured child reaches 25 years of age. Two children per policy has been assumed for policies that elect this rider. - 28 - Milliman Spouse Riders Each product series offers a Spouse Rider which has the same rate as the base policy but for the spouse issue age and underwriting class. There is no policy fee on the Spouse Rider. The Spouse Rider amount is part of the total policy face amount for defining the band of each policy. The following table summarizes the amount of Spouse Rider inforce for the term block as of June 30, 2009. Spouse Riders Inforce As of June 30. 2009 ($ millions) Direct Face Amount $151,652 YRT Reinsured Face Amount 106,833 Coinsurance Face Amount 4,812 Net Face Amount $40,007 IBR The Increasing Benefit Rider (IBR) gives the policyholder the option to increase his or her face amount according to a specified schedule (either 5 or 10%) in policy years two through ten without undergoing additional underwriting. Each increase will have a separate premium rate according to the attained age, as specified in the rate book, which results in the total premium being the sum of the base policy premium plus each individual increase amount. The policyholder has the option to stop the face amount increases at any point, but is not allowed to re-start. The following summarizes the amount of IBR inforce for the term block as of June 30, 2009. IBR Inforce As of June 30. 2009 ($ millions) 5% Annual Increase 10% Annual Increase Total IBR Direct Face Amount $33,087 $15,048 $48,134 YRT Reinsured Face Amount 29,235 9,618 38,852 Coinsurance Face Amount — — — Net Face Amount $3,852 $5,430 $9,282 Conversion Policies issued prior to the 2007 Custom Advantage Series may be exchanged at any time without evidence of insurability, to any plan available for conversion which is currently the Custom IV product with the same underwriting class available for exchange. The converted business is modeled with premiums based on the premium schedule of the plan that the policy is converted into. The mortality is based on the point in scale mortality rate from original issue date, mortality era and issue age. - 29 - Milliman The vast majority of recent conversions have occurred at the end of the initial term period. The following table summarizes the amount of past end of term (EOT) conversions as of June 30, 2009. Primerica Term Business (EOT Converted Business) As of June 30, 2009 ($ in millions) Company Block Policy Count Inforce Amount Primerica Life Direct 212,534 $30,841 Coinsurance Ceded 187,608 9,252 YRT ceded 15,560 3,187 Net Primerica Life $18,402 Future Conversion Future conversions are projected reflecting EOT conversions to the Custom IV product series, which is the product available for conversions. The conversion rate is based on a study from Primerica of conversions using EOT policies from November 2006 to June 2009. Assumptions for the conversion rate, conversion product distribution and the level of converted face amount are consistent with recent experience. Future conversions other than EOT are treated as persisting policyholders for purposes of modeling. Based on the anticipated terms of the reinsurance agreement with PrimeRe, new EOT conversions and EOT renewals are assumed to revert to PLIC beginning in year 8 of the projections. Waiver of Premium Rider Approximately 40% of the policyholders elect a waiver of premium rider. The rider charges amounted to $39.2 million in 2007, which account for approximately 2% of the total premium. The total premium waived in the last twelve months was $17.4 million for the block. Summary of Assumptions A description of the primary actuarial assumptions is provided below. Mortality Primerica performs a very detailed mortality study annually. The study used for purposes of this analysis covered claim experience from 2001 up to December 31, 2008. The total claims in the study are $3.7 billion. The study tracks duration from original issue date only. Therefore, business which was converted to a new level term plan prior to June 30, 2009 would be treated as issued from its original date of underwriting and not from date of conversion. The mortality study includes most of the coverages of Primerica. It excludes business beyond the level term period, IBR, and certain coverages where the data is not available. A separate study is performed for coverages beyond the level term period. There are three primary underwriting (or mortality eras) for Primerica which are described as follows: •Pre 1992 Issues : This business was generally underwritten without blood testing. The underwriting classes are preferred non-smoker, standard non- smoker and smoker. •1992 – June 1999 Issues : In 1992 Primerica began underwriting with blood testing in order for a policy to qualify for the preferred class; as a result, the majority of cases were underwritten with blood testing. The blood testing indicator is not available in the data which is used for the mortality study, so the mortality study for this era combines the exposures for blood and non-blood tested policies. Primerica also switched to a tobacco/non-tobacco basis in this era. - 30 - Milliman •July 1999 and Later Issues : The underwriting is the same as the previous mortality era, however the blood testing indicator is available in the data allowing the mortality study to analyze results on a blood tested and non blood tested basis. The mortality assumptions are based on our evaluation of the recent experience of Primerica, primarily through the company studies. The base mortality assumption is a multiple of the 1975-80 15 Year Select and Ultimate Table for each model cell. The multiple varies by mortality era, underwriting class, issue age and sex. For converted business, we have assumed point in scale mortality from the original issue date, mortality era and issue age. Additionally, annual mortality improvement of 1% for fifteen years is assumed. Mortality anti-selection according to the Dukes-MacDonald methodology is assumed for persisting policies (both renewals and conversions) after the initial level term period. Further detail on the mortality assumption is described in Appendix B. Sensitivity testing of the results under changes to mortality rates is provided in Section II. Lapse Rates The lapse assumption is based upon a persistency study using inforce amounts from December 31, 2005 to June 30, 2009 along with Primerica’s recent experience study and pricing assumptions. Primerica’s persistency studies show a consistent pattern for historical lapses from year to year for the term business. Lapse experience at the end of the initial level term period will depend on whether there is an ART or a level period following the current level term period. Additional lapses are assumed each time there is an increase in premium level after the initial level term period premium increase. Detailed lapse assumptions are described in Appendix B. Sensitivity testing of the results to changes to lapse rates is provided in Section II. Expenses Unit expenses of $275 per policy for acquisition costs were developed based on Primerica’s pricing allowables. Maintenance unit costs of $42.50 per policy, plus 3% annual inflation, were based on target industry allowables. Statutory Reserves Statutory reserves have been calculated assuming reserves are calculated according to Primerica practices, which reflect Regulation XXX beginning in 2000 and a segmented basis prior to 2000. The total base statutory reserve after 1988 is equal to the interpolated terminal reserve plus an unearned premium liability for premiums already collected as of the valuation date but are not fully earned until after the valuation date. Issues in 1987 and prior were reserved on a mean basis. Reserves are semi- continuous. The valuation mortality is equal to the 1958 CSO or 1980 CSO mortality prior to 2006, and 2001 CSO mortality thereafter. Interest rates vary by issue year depending on minimum regulatory requirements. The valuation mortality for base reserves are smoker distinct and sex distinct, ultimate mortality tables for all policy years. The valuation mortality for deficiency reserves is based on select mortality including X-factors for non-EOT converted and non-converted policies. The ultimate mortality table is used for EOT converted deficiency reserve. Tax Reserves Tax reserves are calculated based on IRS requirements and Federally prescribed tax interest rates. - 31 - Milliman Economic Reserve The economic reserve is calculated on U.S. level term business only, excluding Child Term Rider, and reflects the base case assumptions as described in this report. Economic reserves are defined as: •Present value of future death claims, plus •Present value of future expenses and financing costs, less •Present value of future premiums including policy fee and modal loading where the premiums, expenses and claims are all net of third party reinsurance. Reserve financing costs reflect 300 bp annual cost applied against the excess reserve. The economic reserve is calculated considering the level term period only. After the level term period, economic reserves are set equal to the statutory reserve, adjusted for applicable third party reinsurance. Present values were calculated by discounting at 5.71%. Retained Asset Account A liability of $286.5 million as of June 30, 2009 is booked by Primerica for death benefits retained for beneficiaries. We have assumed the projected liability to be a constant percentage of future death benefits and an interest spread throughout consistent with the Company’s current crediting rate practice. - 32 - Milliman APPEN DIX A Asset and Investment Assumptions Asset Portfolio as of June 30, 2009 The tables below summarize the asset portfolio by investment category. For purposes of this report, a 5.7% net investment earnings rate is assumed, based on the new money reinvestment strategy as well as the current market yield on the portfolios. PLIC Summary of Modeled Assets as of June 30, 2009 (in millions) Asset Par Book Market Coupon Rate Book Yield Market Yield Class Value Value Value (AnnEff) (AnnEff) (AnnEff) Public Bond $2,188.4 $2,150.2 $2,141.7 5.89 % 6.34 % 6.14 % Private Bond 946.5 932.3 898.0 5.93 6.28 6.64 Government 4.7 4.9 5.1 4.47 3.22 1.44 Preferred Stock 19.4 19.5 13.0 6.73 9.95 12.55 Passthrough 638.9 630.9 660.3 5.55 5.91 4.09 ABS 79.5 79.1 63.9 4.07 3.62 16.75 CMBS 416.7 416.3 354.8 5.42 5.33 9.02 CMO 501.3 492.1 478.2 5.50 5.83 7.61 MortLoan — — — — — — Total $4,795.4 $4,725.5 $4,615.0 5.74 % 6.10 % 6.48 % Reinvestment Assumptions The strategy for the investment of net cash flow is summarized below. Spreads, shown in the following table, are consistent with corporate bond equivalent (semi-annual) yield. Net yields, after deduction of investment expenses and expected defaults, are shown on an annual effective basis. Primerica Investment Strategy Summary As of June 30, 2009 Asset Class Allocation Maturity Treasury Gross Spread Gross Yield (BEY) Gross Yield (AEY) Investment Expenses Expected Defaults Net Yield (AEY) Public Bond, A 8.18 % 5 2.54 % 2.48 % 5.02 % 5.08 % 0.075 % 0.15 % 4.86 % Public Bond, BBB 7.11 5 2.54 3.25 5.79 5.87 0.075 0.34 5.46 Public Bond, BB 2.49 5 2.54 6.12 8.66 8.84 0.075 1.23 7.54 Public Bond, A 9.40 10 3.53 2.44 5.97 6.06 0.075 0.15 5.83 Public Bond, BBB 8.18 10 3.53 3.18 6.71 6.82 0.075 0.34 6.41 Public Bond, BB 3.73 10 3.53 5.98 9.51 9.74 0.075 1.23 8.43 Public Bond, A 2.86 20 4.30 2.30 6.60 6.71 0.075 0.15 6.49 Public Bond, BBB 2.49 20 4.30 3.10 7.40 7.54 0.075 0.34 7.12 Private Bond, A 3.33 5 2.54 2.73 5.27 5.34 0.075 0.15 5.11 Private Bond, BBB 3.33 5 2.54 3.55 6.09 6.18 0.075 0.34 5.77 Private Bond, A 5.56 10 3.53 2.69 6.22 6.31 0.075 0.15 6.09 Private Bond, BBB 5.56 10 3.53 3.48 7.01 7.13 0.075 0.34 6.72 Private Bond, A 2.22 20 4.30 2.55 6.85 6.97 0.075 0.15 6.75 Private Bond, BBB 2.22 20 4.30 3.40 7.70 7.85 0.075 0.34 7.43 A-1 Milliman Primerica Investment Strategy Summary As of June 30, 2009 Asset Class Allocation Maturity Treasury Gross Spread Gross Yield (BEY) Gross Yield (AEY) Investment Expenses Expected Defaults Net Yield (AEY) ABS, AAA 4.44 % 7 3.19 % 3.12 % 6.31 % 6.41 % 0.075 % 0.01 % 6.32 % ABS, AAA 1.11 30 4.32 1.99 6.31 6.41 0.075 0.01 6.32 CMBS, AAA 0.00 30 4.32 6.53 10.85 11.14 0.075 0.01 11.06 CMO, AAA 3.36 15 3.92 0.28 4.19 4.23 0.075 0.01 4.15 CMO, AAA 10.08 30 4.32 0.28 4.60 4.65 0.075 0.01 4.56 Passthrough, AAA 2.87 15 3.92 0.67 4.58 4.63 0.075 0.01 4.55 Passthrough, AAA 11.47 30 4.32 0.26 4.58 4.63 0.075 0.01 4.55 Total 100.00 % 14.5 3.55 % 2.37 % 5.92 % 6.02 % 0.075 % 0.23 % 5.71 % For purposes of this analysis, the new money rate for U.S. business was assumed to be 5.70%. The yield on assets backing Primerica Canada general account liabilities was assumed to be 75 bp below the U.S. yields, producing an NIER of 4.95%. Default Cost Annual default costs are based on Moody’s Data, covering the period from 1920 through 2008. Quality Default Cost Aaa 0.01% Aa1 0.02% Aa2 0.04 Aa3 0.09 A1 0.09% A2 0.17 A3 0.22 Baa1 0.23% Baa2 0.36 Baa3 0.46 Ba1 0.88% Ba2 1.42 Ba3 1.97 B1 2.21% B2 2.66 B3 2.83 Caa-C 4.63% Investment Expenses Investment expenses of 7.5 basis points are included. A-2 Milliman Treasury Yield Curve (Corporate Bond Equivalent) The projections are based on the constant maturity Treasury yield curve as of June 30, 2009. Yield Curves June 30, 2009 Maturity Constant Maturity Treasury Corporate A-Rated 90-day 0.19% 0.79% 1 year 0.56 1.61 2 year 1.11 3.38 3 year 1.64 3.98 5 year 2.54 5.02 7 year 3.19 5.64 10 year 3.53 5.97 20 year 4.30 6.60 30 year 4.32 5.98 NAIC Risk Based Capital The factors employed to illustrate future risk based capital amounts were developed from Primerica’s RBC workpapers at June 30, 2009, as follows: Risk Based Capital Factors: Primerica Life and National Benefit (100% of NAIC Company Action Level) Risk Component Factor Base PLIC NBL C-1 General Account Liabilities 1.00% 2.05% Reinsurance Reserve Credit 0.50 0.50 C-2 Individual Life Net Amount at Risk (Net) 0.06% 0.15% NBL ST Disability Premium — 10.00 C-3 Life Insurance Liabilities 0.75% 0.75% C-4 Premium (Direct) 2.00% 2.00% The projected required capital amounts at 100% NAIC Company Action Level are equal to 70% of the sum of C-1, C-2 and C-3 to reflect the impact of covariance for Primerica, plus 100% of C-4. The C-1 factors for PLIC and NBL reflect the underlying asset portfolio distributions, including size factors, after adjusting for the restructuring transactions. The cost of capital calculation is based on the cost of retaining capital to support the liabilities of Primerica, assuming earnings on capital at the after-tax annual effective rate of 3.7%. A-3 Milliman APPEN DIX B Liability Models and Assumptions Model of Term Business The following tables summarize the model inforce for the term life business as of June 30, 2009 based on seriatim data provided by the Company. The inforce amounts summarized below are from the seriatim extracts. There are minor differences due to reporting timing from the seriatim extract to the actual booked amounts as of June 30, 2009 which is summarized at the beginning of Section IV. The model reflects quinquennial issue ages, sex, underwriting class and face bands. Inforce for Company and Model Plan As of June 30, 2009 ($ in millions) Company Model Plan Plan Description Modeled Issue Age Range Policy Count Death Benefit YRT Rein Amount Coinsurance Amount Stat Base Reserve Tax Reserve Gross Premium Primerica TCHD Child Rider — — $17,371 — $13 $30 $30 $64 Life TRMJ Mod 15 18-63 24,953 1,018 $8 426 23 23 15 TRMK Ultima Term Rider 23-53 289 816 1 278 12 12 8 TRML Deer Term to 65 28-68 13,367 540 180 302 4 4 10 TRMM CST T-95 23-58 20,686 2,228 — 1,093 23 23 30 TRMN CST T-90 23-63 114,940 14,420 — 4,954 37 37 80 TRMO Jumbo 10 Rider 23-53 — 1,806 161 344 11 10 6 TRMP Banded CST 23-63 165,686 30,033 20 2,410 212 212 90 TRMQ Eagle 23-53 229,588 48,143 22,166 475 536 531 164 TRMR T-2000 18-63 40,561 8,673 6,371 26 168 144 21 TRMS Custom A 23-53 95,223 26,416 21,738 386 300 291 86 TRMT Custom B 23-65 172,368 49,441 38,088 2,233 527 514 152 TRMU Custom Plus 23-68 176,843 59,855 51,242 365 558 544 156 TRMV Custom IV 18-68 647,145 188,636 138,746 7,349 894 889 590 TRMW Custome Advantage 18-68 283,385 85,876 75,959 404 45 45 225 Total Primerica Life 1,985,034 $535,272 $354,681 $21,058 $3,380 $3,309 $1,697 Additional reserves on the US block include: Primerica Life (in millions) Deficiency Reserve $855 B-1 Milliman EOT Conversion The table on the previous page reflects all business, including end of term (EOT) conversions. As of June 30, 2009, the EOT converted business in the term life block is as follows: Past Conversion - EOT As of June 30, 2009 ($ in millions) Company Model Plan Plan Description Policy Count Death Benefit YRT Rein Amount Coinsurance Amount Stat Base Reserve Tax Reserve Gross Premium Primerica TCHD Child Rider — — — — — — — Life TRMJ Mod 15 — — — — — — — TRMK Ultima Term Rider — — — — — — — TRML Deer Term to 65 — — — — — — — TRMM CST T-95 — — — — — — — TRMN CST T-90 — — — — — — — TRMO Jumbo 10 Rider — — — — — — — TRMP Banded CST — — — — — — — TRMQ Eagle 2 $— $— — $— $— $— TRMR T-2000 $— — — — — — — TRMS Custom A 332 43 1 22 1 1 — TRMT Custom B 35,064 4,519 17 1,764 78 77 29 TRMU Custom Plus 5,387 908 15 186 18 18 6 TRMV Custom IV 164,083 24,022 2,976 6,918 97 97 164 TRMW Custome Advantage 7,666 1,349 178 363 3 3 8 Total Primerica Life $212,534 $30,841 $3,187 $9,252 $197 $195 $207 Future Business 100% of the future business production including riders (Spouse, CTR, Waiver and IBR) is assumed to be the Custom Advantage product. Distribution of the Inforce Distribution for the term life block by key characteristics are summarized below. B-2 Milliman Primerica Life Inforce for Company and Model Term Period As of June 30, 2009 ($ in millions) Term Period Death Benefit YRT Reinsurance Amount Coinsurance Amount Net Death Benefit 5 Year $134.0 $9.6 $44.2 $80.2 10 Year 64,282.4 37,143.7 6,626.3 20,512.4 15 Year 44,850.0 30,429.1 2,698.6 11,722.3 20 Year 239,867.5 144,189.4 11,065.7 84,612.4 25 Year 72,818.7 61,397.4 254.7 11,166.6 30 Year 69,679.9 59,547.3 50.6 10,082.1 35 Year 25,728.7 21,783.8 2.7 3,942.3 Deer to Age 65 408.6 136.0 248.5 24.2 15 Year Deer 131.7 44.3 53.7 33.7 Child Rider 17,370.9 — 13.3 17,357.6 Total Primerica Life $535,272.5 $354,680.6 $21,058.1 $159,533.8 Primerica Life Inforce for Company and Model Issue Ages As of June 30, 2009 ($ in millions) Model Issue Ages Death Benefit YRT Reinsurance Amount Coinsurance Amount Net Death Benefit Child Rider $17,370.9 $— $13.3 $17,357.6 18 1,366.2 1,134.2 24.7 207.3 23 40,428.3 29,762.8 876.2 9,789.3 28 96,135.0 67,966.7 2,340.5 25,827.7 33 120,111.4 83,906.0 3,050.1 33,155.3 38 100,343.7 71,372.1 2,571.0 26,400.7 43 69,219.8 48,977.0 2,570.5 17,672.4 48 44,442.6 28,465.9 3,300.7 12,676.0 53 27,217.3 14,812.6 3,328.1 9,076.7 58 12,442.2 5,892.1 1,857.6 4,692.6 63 4,640.4 1,932.7 788.7 1,918.9 68 1,554.7 458.6 336.8 759.2 Total Primerica Life $535,272.5 $354,680.6 $21,058.1 $159,533.8 B-3 Milliman Primerica Life Inforce for Company and Smoking Class As of June 30, 2009 ($ in millions) Model Smoking Class Model Smoking Class Death Benefit YRT Reinsurance Amount Coinsurance Amount Net Death Benefit Pre 1/1/92 Super Preferred NS $244.3 — $73.7 $170.6 Preferred NS 13,870.2 — 3,462.3 10,407.9 Standard NS 53,844.6 — 15,856.7 37,987.9 Smoker 3,766.8 — 1,018.4 2,748.4 Child Rider 1,552.5 — 13.3 1,539.2 Pre 7/1/99 Super Preferred NS $157.0 $94.9 $0.3 $61.9 Preferred NS 20,464.4 10,391.1 35.8 10,037.4 Standard NS 68,393.3 38,010.7 214.5 30,168.1 Smoker 7,968.7 4,374.2 15.0 3,579.4 Child Rider 3,207.8 — — 3,207.8 Post 7/1/99 Blood Tested Super Preferred NS $14,328.3 $12,866.0 $3.6 $1,458.7 Blood Tested Preferred NS 83,295.2 71,551.8 48.0 11,695.5 Blood Tested Standard NS 142,670.7 122,897.2 65.3 19,708.2 Blood Tested Smoker 11,844.1 10,244.2 3.7 1,596.2 Non-Blood Tested Standard NS 82,013.9 71,186.9 228.7 10,598.2 Non-Blood Tested Smoker 15,040.2 13,063.6 18.8 1,957.8 Child Rider 12,610.6 — — 12,610.6 Total Primerica Life $535,272.5 $354,680.6 $21,058.1 $159,533.8 B-4 Milliman Primerica Life Inforce for Company and Model Issue Years As of June 30, 2009 ($ in millions) Model Issue Years Death Benefit YRT Reinsurance Amount Coinsurance Amount Net Death Benefit 1980 $9.7 — $4.3 $5.4 1981 46.1 — 30.1 16.0 1982 124.9 — 55.2 69.7 1983 280.3 — 79.5 200.8 1984 363.8 — 111.3 252.5 1985 569.7 — 272.1 297.6 1986 780.7 — 317.7 463.0 1987 1,360.8 — 686.0 674.8 1988 1,775.4 — 889.9 885.4 1989 8,127.0 — 3,567.9 4,559.1 1990 15,199.7 — 2,762.6 12,437.1 1991 11,250.8 — 545.1 10,705.7 1992 11,596.9 — 390.0 11,206.9 1993 11,050.9 — 212.6 10,838.4 1994 12,597.6 $3,936.9 127.2 8,533.5 1995 12,334.9 7,900.5 71.6 4,362.8 1996 12,234.5 8,461.7 54.6 3,718.2 1997 12,113.6 9,366.2 82.4 2,665.1 1998 13,558.9 10,830.6 174.6 2,553.7 1999 17,243.6 13,316.9 444.7 3,482.0 2000 26,087.3 19,369.2 1,448.4 5,269.7 2001 28,464.7 22,116.0 742.4 5,606.4 2002 31,850.6 26,631.2 140.6 5,078.8 2003 35,291.5 29,342.7 150.7 5,798.2 2004 41,445.9 34,577.3 154.0 6,714.6 2005 39,776.4 33,204.2 164.3 6,407.9 2006 43,419.7 33,291.0 913.5 9,215.2 2007 53,249.2 32,981.5 2,200.9 18,066.7 2008 61,452.3 45,565.6 2,895.1 12,991.6 2009 31,614.7 23,789.1 1,368.7 6,457.0 Total Primerica Life $535,272.5 $354,680.6 $21,058.1 $159,533.8 B-5 Milliman Inforce for Company and Face Amount Per Life As of June 30, 2009 ($ in millions) Size Death Benefit YRT Reinsurance Amount Coinsurance Amount Net Death Benefit $0 - $100k $96,200 $31,426 $10,937 $53,837 $100k - $250k 191,922 125,942 8,101 57,879 $250k - $500k 169,226 133,662 1,588 33,976 $500k - $750k 47,395 39,368 152 7,874 $750k - $1M 18,574 15,189 198 3,187 $1M - $1.5M 8,045 6,544 50 1,451 $1.5M - $2M 1,997 1,434 22 541 $2M - $2.5M 757 498 5 253 $2.5M - $3M 435 261 4 170 $3M - $3.5M 185 95 0 90 $3.5M - $4M 129 64 1 64 Above $4M 409 196 0 212 Total Company $535,272 $354,681 $21,058 $159,534 Actuarial Assumptions Mortality A.Mortality Table For the US block, the assumed mortality is based on the 15 year SOA 75-80 S&U ANB table, except the Child Rider plan which is based on the Ultimate 75-80 ANB table. For the Canadian block, the assumed mortality is based on the 15 year CIA 86-92 S&U ANB table, except the Child Rider plan which is based on the Ultimate 86-92 ANB table. B.Mortality Scaling Factors i.Class Specific % of the 75-80 – 15 Year S&U Table 100% of Ultimate Table for Child Rider Prior to 1992 1/1/1992 to 6/30/1999 7/1/1999 + (3 Class) Excluding Custom Advantage Blood Tested Non-Blood Tested PNS SNS SM PNS SNS SM PNS SNS SM SNS SM M F M F M F M F M F M F M F M F M F M F M F 18-23 45 45 70 70 115 115 50 50 70 70 95 95 35 38 44 44 80 83 90 90 105 110 28 45 45 65 65 115 115 50 50 65 65 95 95 35 38 44 44 80 83 85 85 105 110 33 33 36 56 56 115 115 32 34 52 52 95 95 29 32 44 44 80 83 60 60 105 110 38 33 36 56 56 115 115 32 34 52 52 100 100 29 32 44 44 80 83 58 58 105 110 43 33 36 56 56 115 115 32 34 52 52 100 100 29 32 44 44 80 83 58 58 110 115 48 33 36 56 56 125 125 32 34 52 52 120 120 29 32 44 44 100 100 58 55 130 140 53 50 58 75 75 140 140 40 40 55 55 130 130 35 38 44 44 110 110 80 80 150 160 58 60 63 80 80 150 150 50 50 60 60 140 140 45 48 50 50 125 125 95 95 170 180 63 60 63 100 100 165 165 50 55 80 80 150 150 45 48 55 55 125 125 95 95 180 190 68 65 68 105 105 170 170 50 55 90 90 160 160 45 48 65 60 125 125 95 95 190 200 B-6 Milliman Multiples to the above: A.Certain smoker class policyholders in the mortality study are considered nonsmoker in the seriatim file for premium purposes. The smoker and SNS mortality rates are increased by the following to adjust for this discrepancy. SM/SNS Prior to 92 103% 1/1/92 to 6/30/99 102 7/1/99+101 B.Since the mortality study was based on the data with historical exposures without mortality improvement, an additional multiple (0.99) 2.5 is applied to reflect mortality improvement between mid-point of the study years and the start of the projection. ii.First Year Adjustment 120 % iii.Substandard 101.6% applied to all policies to reflect weighted average table weighting. iv.Custom Advantage has a new “preferred plus” underwriting class. The mortality factors for Custom Advantage are based on the factors of 3 class policies after July 1, 1999, with the following adjustments: Preferred Plus :95.2% of PNS Non Smoker Preferred :105.8% of PNS Non Smoker Standard :100% of SNS Non-Smoker Standard :100% of SM Smoker C.Mortality Improvement 1% for 15 years from the beginning of the projection D.Mortality Anti-Selection Mortality anti-selection on level premium term products after the initial level term period was reflected based on the assumption that the high level of expected lapse at the end of the level premium period will include a disproportionate share of healthy lives resulting in increased mortality for the remaining lives. We calculated the impact of this anticipated mortality anti-selection using “Dukes/MacDonald theory” with an assumption that 80% of lapses in excess of a base lapse rate of 10% exhibit newly select mortality. Sample mortality anti-selection multiples are shown below for an original issue age 43 non-smoker, with an initial shock lapse of 30% for a 10 year plan and 40% for a 20 year plan. Issue Age 45 Year After Level Premium Period 10 Year Plan 15 Year Plan 1 122% 131% 2 119 128 5 115 120 10 110 116 15 107 107 A scalar of 110% grading to 100% over fifteen years is applied on subsequent premium increases due to renewal or due to an initial increase going to ART. B-7 Milliman Lapses A.Lapse experience varies by whether or not a policy is an EOT conversion. Base lapse rates in the level term period for the non-converted and the non-EOT converted policies are shown in the table below. US Block Level Term (Excluding EOT Converted) Blood Tested Non-Blood Tested Policy Child PNT SNT SM SNT SM Year Rider 18-28 33-48 53+ 18-28 33-48 53+ 18-28 33-48 53+ 18-28 33-48 53+ 18-28 33-48 53+ 1 24% 19% 15% 13% 24% 21% 17% 32% 26% 22% 31% 27% 19% 35% 31% 26% 2 16 14 10 9 17 13 11 20 17 13 19 17 13 25 20 16 3 12 11 9 7 13 11 9 16 15 9 15 12 9 16 15 10 4 10 9 7 6 11 9 8 13 12 7 11 9 7 12 10 8 5 8 8 6 5 10 9 8 10 10 7 10 8 7 10 8 7 6 7 8 5 5 9 8 7 10 9 6 9 7 6 9 8 7 7 7 7 5 5 8 7 6 8 8 5 8 6 6 9 7 6 8 6 6 5 5 7 6 5 7 7 4 7 6 5 8 7 6 9 6 5 4 4 6 5 4 6 6 4 6 5 5 7 6 5 10 5 5 4 4 5 4 3 5 4 3 5 4 4 6 5 4 11 5 4 3 3 4 3 3 4 3 3 4 3.5 3.5 5 4 4 12 4 3 3 3 3 3 3 3 3 3 4 3.5 3.5 4 4 4 13 3 2.5 2.5 2.5 2.5 2.5 2.5 3 3 3 3.5 3.5 3.5 3.5 3.5 3.5 14 3 2.5 2.5 2.5 2.5 2.5 2.5 3 3 3 3.5 3.5 3.5 3.5 3.5 3.5 15+ 3 2.5 2.5 2.5 2.5 2.5 2.5 3 3 3 3 3 3 3 3 3 Base lapse rates for the EOT converted policies are the same as the above, but no higher than 5%. B.Lapse and Conversion at the end of initial Level Term Period (LTP). Conversion rates at the end of the initial level term period are shown below, for all products except Custom Advantage. End of Term (EOT) Conversion Rate Level Term Period Rate 10 50% 15 50 20 50 25 40 30 35 35 30 Other 0 No future conversions are assumed for Custom Advantage since it does not have the conversion provision in the contract. No future conversions are assumed for policies that are beyond attained age 70 at the end of the level term period. B-8 Milliman The lapse rates after the end of term are summarized in the following table, depending on whether ART period follows the original level term period. Renewals are not projected for 25, 30, or 35-year term business. EOT Lapse Rates (% of exposure before conversion) Non-ART ART Level Term Period (t) Level Term Period 10 15 20 25 30 35 Other 10 15 20 25 30 35 Other T 28% 30% 35% 60% 65% 70% 100% 28% 30% 35% 60% 65% 70% 100% t+1 12 12 12 20 20 20 t+2 12 12 12 15 15 15 t+3 10 10 10 15 15 15 t+4 7 7 7 15 15 15 t+5 5 5 5 15 15 15 EOT lapse rates and conversion rates are additive. For example, the total termination rate at the end of a 20-year level term period is 85%. Lapse rates at the end of the level term period on Custom Advantage are shown below. Custom Advantage Non ART ART 10-20 25-30 10-20 25-30 t 60% 100% 60% 100% t+1 25 50 t+2 10 25 t+3 10 15 t+4 5 15 The shock lapse and conversion is assumed at the end of the current level term period immediately before the renewal period begins. C.20% additional lapse is assumed each time there is an increase in premium level after the initial LTP premium increase. If in an ART renewal period, then the 20% is only at the start of the ART period. D.Lapse following an ART schedule excluding the end of the initial term period are 20% in the first year followed by 15% throughout. E.115%, 105% and 100% of the base lapses is assumed in the first, second and third, respectively, and there after to reflect the deterioration of the lapse observed from 2008 and early 2009 experience which management believes is due to the economy and only temporary. Expenses The following expenses are assumed. A.Maintenance: $42.5 B.Inflation: 3% C.Premium Tax: 2% US D.Acquisition: $275 New Issue $60 New Conversion B-9 Milliman Commissions All commissions are paid on cash premium excluding policy fees. Commission for Advance (75% of net) - 1 st Year (Paid Immediately) LTP Custom Advantage Other 10 15, 20 25, 30, 35 All Band 1-2 3 4 1 2 3 4 1-4 All 18-25 67.3% 67.3% 56.1% 82.7% 82.7% 82.7% 71.5% 82.7% 91.5% 26-40 67.3 67.3 56.1 91.3 91.3 91.3 80.1 91.3 91.5 41-45 67.3 56.1 44.8 91.3 80.1 80.1 68.8 91.3 91.5 46-50 67.3 44.8 37.3 91.3 72.6 68.8 61.3 0 91.5 51-60 67.3 41.1 37.3 91.3 65.1 65.1 61.3 0 91.5 61-70 67.3 37.3 37.3 75.9 68.4 68.4 68.4 0 91.5 Modal Commission (25% of net) - 1 st Year Only* Custom Advantage Other LTP 10 15, 20 25, 30, 35 All Band 1-2 3 4 1 2 3 4 1-4 All 18-25 22.4% 22.4% 18.7% 27.6% 27.6% 27.6% 23.8% 27.6% 30.5% 26-40 22.4 22.4 18.7 30.4 30.4 30.4 26.7 30.4 30.5 41-45 22.4 18.7 14.9 30.4 26.7 26.7 22.9 30.4 30.5 46-50 22.4 14.9 12.4 30.4 24.2 22.9 20.4 0 30.5 51-60 22.4 13.7 12.4 30.4 21.7 21.7 20.4 0 30.5 61-70 22.4 12.4 12.4 25.3 22.8 22.8 22.8 0 30.5 * Modal commissions are paid only at months of 10,11 and 12 within the first issue year. Bonus Advanced - 1 st Year Only (Paid Immediately) Custom Advantage Other LTP 10 15, 20 25, 30, 35 All Band 1-2 3 4 1 2 3 4 1-4 All 18-25 52.9% 52.9% 52.9% 49.8% 49.8% 49.8% 49.8% 49.8% 56.3% 26-40 52.9 52.9 52.9 52.9 52.9 52.9 52.9 52.9 56.3 41-45 52.9 52.9 52.9 52.9 52.9 52.9 52.9 52.9 56.3 46-50 52.9 52.9 52.9 52.9 52.9 52.9 52.9 0 56.3 51-60 52.9 52.9 52.9 52.9 52.9 52.9 52.9 0 56.3 61-70 52.9 52.9 52.9 44.6 44.6 44.6 44.6 0 56.3 The companies have charge-back provisions on the base commission on a declining scale for lapses during the first ten months, which have not been reflected in the modeling. IBR Commissions •Percent of Increased premium resulting from the IBR face amount increase, not total rider premium. •No Bonus •Percentage of cash premium (increased amount) IA 18-25 75% 26+ 90% Commission on Conversion 63% of first year modal premium, of which 52% is paid at issue and 11% is paid at months 10-12 of the first issue year. B-10 Milliman Reinsurance Reinsurance on the inforce business is ceded on both a coinsurance and YRT basis. Beginning in 1994, Primerica has ceded its business primarily on an YRT basis so almost all coinsurance amounts on issues after 1994 are a result of past conversions. Coinsurance exists primarily from business written in the 1980s. The following summarizes the general reinsurance terms. Coinsurance Allowances Mod 15 25% Ultima Term Rider Issued Prior to 5/1/83: 2.5% Issued 5/1/83 - 12/31/85: 35% Issued 1/1/86+: 25% Common Sense Term Issued Prior to 1/1/88: PNS: 2.5% SNS: 32.5 SM: 37.5 Issued in 1988-1990: 12.5% Issued in 1990+: IY 1-20 16% 21+ 12.5 DL65 1A 1A 1A 0-49 41-49 50+ Issued Prior to 1/1/90: PNS 13.8% 8.5% 8.5% SNS 18.8 1.5 10.5 SM 23.8 21.3 21.3 Issued 1//1/90+: PNS 17.3 12.0 12.0 SNS 22.3 18.5 14.0 SM 27.3 24.8 24.8 Jumbo Term Rider 0.10% 0.10% Bonded CST 19.5% B-11 Milliman Eagle Original 10LTP IY 20LTP 15LTP 1-10 15+ < 1990 20.0% 12.5% 5.0% 12.5% 1/1/90 - 6/30/91 25.0 12.5 5.0 12.5 7/1/91+ 26.5 12.5 5.0 12.5 T2000 (Converted policy) Base:31.0% (WA w/ Record/Policy Count) Spouse:20.0% Custom Series (converted policy) LTP 10 15 20 25 30 Custom A, Custom B, and Custom Plus 5% 12.5% 20% 20% 20% YRT Reinsurance YRT treaty terms are listed below. All YRT premium rates except for Custom Advantage are increased by 103.5% to account for the special pool arrangement where it is assumed to have 7% overall coverage at a 50% additional premium. Additional YRT premium on substandard policies reflects an overall factor of 101.6%, adjusted by a substandard allowance of 90% for the first policy year and 15% thereafter. Finally, the SNS and SM rates are increased by an additional amount consistent with the mortality assumption increase to account for discrepancies from the actual class for reinsurance versus the class on the seriatim file. The YRT rates are as follows: ERA Issue Period YRT Terms 1 6/94 - 12/96 80% Quota share with max (1,000,000 per life) i.e., Rein Amt = max ($lm, 80% Direct Amount) YRT Rates were provided by the Company. - Assume 100% of the rates defined in treaty 2 1/97 - 5/99 90% Quota share w/ max of $lm per life YRT rates are the same as Era 1. 3 6/99 - 12/00 90% Quota share w/ max of $1M per life YRT Rates = 100% of rates for non-blood. Rates provided by the Company 72% of rates defined in treaty 4 1/01 - 12/02 90% Quota share w/max of $lm per life YRT Rates = Percentage of 75-80 15 Year S&U Table (ANB) (SOA) 1 st Year =0% Renewal: Male Female Tested Non-Tested Tested Non-Tested PNT 35.1% — 35.1% — SNT 46.0 59.9% 46.0 59.9% Tobacco 95.5 126.1 95.5 126.1 Rates do not vary by sex. B-12 Milliman ERA Issue Period YRT Terms 5 1/03-12/03 90% Quota share w/max of $lm per life Percentage of 75-80 Tested Non-Tested PNT 33.7% — SNT 43.3 57.5% Tobacco 94.4 125.9 6 1/04 - 9/05 90% Quota share w/max of $lm per life Percentage of 75-80 Tested Non-Tested PNT 33.1% — SNT 42.9 57.5% Tobacco 96.7 128.3 7 10/05 - 12/05 90% Quota share w/max of $lm per life Percentage of 75-80 Tested Non-Tested 1 st Year Renewal 1 st Year Renewal PNT 7.4% 33.4% — — SNT 9.1 42.9 12.5 57.6 Tobacco 15.8 93.1 21.5 123.3 8 1/06 - 2/06 90% Quota share w/max of $lm per life Percentage of 75-80 Tested Non-Tested 1 st Year Renewal 1 st Year Renewal PNT 14.67% 34.2% — — SNT 18.09 42.4 24.45% 57.0% Tobacco 34.58 90.9 48.15 123.6 9 3/06 - 9/06 90% Quota share w/max of $lm per life Percentage of 75-80 Tested Non-Tested 1 st Year Renewal 1 st Year Renewal PNT 19.81% 33.3% — — SNT 25.15 42.1 34.45% 56.8% Tobacco 49.04 88.9 68.53 121.3 10 10/06+ 72% Quota share w/max of $lm per life Percentage of 75-80 Tested Non-Tested 1 st Year Renewal 1 st Year Renewal PNT 24.76% 33.1% — — SNT 31.44 42.1 43.06% 56.4% Tobacco 61.30 88.2 85.66 119.9 11 Custom Advantage 90% Quota share w/max of $lm per life Percentage of 75-80 Tested Non-Tested 1 st Year Renewal 1 st Year Renewal Female Pref Plus 22.78% 33.53% — — PNT 25.32 37.25 — — SNT 31.48 46.37 43.25% 62.03% Tobacco 66.07 97.97 87.96 130.55 Male Pref Plus 21.90% 32.05% — — PNT 24.33 35.61 — — SNT 29.91 44.04 41.60% 60.09% Tobacco 61.27 92.55 82.61 124.88 Reinsurance on new business in the U.S. is assumed to be recaptured at the end of the level period, when the reinsurers generally have the option to increase YRT rates. B-13 Milliman Miscellaneous Liabilities The following provides a description of certain blocks of business which were projected on an aggregate basis. 1)Retained Asset Account: Retained Asset Account Initial Reserve PLIC $286.5 million •Future reserves are projected based on 33.5% of claims for PLIC. •Investment earnings rate: 5.00% •Credited rate: 3.00% 2)Waiver of Premium: •Disabled life reserve: $303.1 million (PLIC). Future reserves are projected based on a 20- year straight-line runoff. Valuation rate is 3.5%. No gain or loss from morbidity experience is projected. •Active life reserve: $110.9 million (PLIC), with an average valuation rate of 4.5% (4.0% NBL). Future reserves are projected as a constant percent of waiver premium. •Waiver premium: $36.0 million (PLIC). Future premium is projected in proportionto PLIC total premium (about 2.2% of premium) •Pre-tax profit margin: 25% of premium B-14 Milliman APPENDIX C Detailed Statutory Income Projections Line of Business Page Business Inforce as of June 30, 2009 (100% of business) • Primerica - Net (Before New Conversions) C-2 • Primerica - New Conversions - Net C-5 • Miscellaneous Primerica C-8 • Total Existing Business - Primerica C-11 New Business Issued July 2009 to June 2018 • Primerica Term C-13 • Primerica Waiver of Premium C-15 • Retained Asset Account C-17 • Total Future Business - Primerica C-19 C-1 Milliman 017CIG0l\15\0906 Puck(Rev) @06/30/09 - Sens: 7- Year Recapture and PLIC Inforce External Res 10/21/09 From PUCK0906B.XLS Line of Business Projection 03:55 PM Existing Business at 06/30/2009 (000's)2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Primerica - Net (Before New Conversions) GROSS PREMIUMS — 1,603,707 1,467,639 1,371,570 1,292,586 1,224,895 1,163,192 1,105,602 1,033,055 955,709 889,594 824,475 756,868 690,002 623,489 563,156 500,966 REINSURANCE PREMIUMS (NET OF ALLOWANCES) — (511,964 ) (523,237 ) (538,948 ) (556,469 ) (574,692 ) (576,618 ) (574,992 ) (562,842 ) (545,556 ) (529,031 ) (515,196 ) (492,815 ) (466,018 ) (432,651 ) (390,339 ) (347,211 ) GROSS INVESTMENT INCOME PLUS FEE INCOME — 155,714 155,599 153,629 149,844 148,386 145,167 140,358 133,290 124,370 114,354 103,421 90,736 76,180 61,627 47,209 32,023 ACCRUAL OF DISCOUNT — — — — — — — — — — — — — — — — — AMORTIZATION OF IMR — — — — — — — — — — — — — — — — — LESS INVESTMENT EXPENSE — — — — — — — — — — — — — — — — — LESS INCOME LOST ON DEFAULTS — — — — — — — — — — — — — — — — — TOTAL INCOME — 1,247,457 1,100,001 986,251 885,961 798,589 731,742 670,969 603,502 534,524 474,916 412,700 354,790 300,163 252,465 220,027 185,778 NET SURRENDERS — (5,239 ) (4,412 ) (3,667 ) (3,230 ) (2,947 ) (2,793 ) (2,746 ) (2,678 ) (2,678 ) (2,734 ) (2,481 ) (2,283 ) (2,198 ) (2,126 ) (2,056 ) (1,919 ) HEALTH BENEFITS — — — — — — — — — — — — — — — — — DIRECT DEATH BENEFITS — 813,891 775,299 761,663 751,877 743,055 733,731 721,189 698,560 663,538 623,568 596,729 571,379 541,257 506,135 462,969 419,338 REINSURANCE DEATH BENEFITS — (450,436 ) (447,938 ) (459,582 ) (473,036 ) (487,054 ) (493,729 ) (492,185 ) (483,945 ) (467,049 ) (444,732 ) (429,319 ) (413,036 ) (392,789 ) (367,566 ) (334,313 ) (299,631 ) ACQUISITION EXPENSES — — — — — — — — — — — — — — — — — OTHER EXPENSES — 109,636 99,061 91,879 85,814 80,431 75,625 71,139 66,326 61,175 56,377 52,591 48,901 45,066 41,227 37,210 33,359 NET COMMISSIONS — 46,378 16,560 14,131 12,053 10,033 8,247 6,298 4,535 2,999 1,665 984 — — — — — COST OF FINANCING — 30,465 30,465 30,465 30,052 27,101 23,980 20,987 17,998 15,018 12,146 9,485 6,823 4,057 1,538 — — INCREASE IN LOADING — (762 ) (568 ) (134 ) (302 ) 1,107 660 569 (542 ) (1,186 ) 1,596 (141 ) (667 ) (651 ) (1,170 ) 2,361 130 INCREASE IN RESERVES — 46,845 5,654 (47,658 ) (96,697 ) (140,532 ) (164,766 ) (203,466 ) (240,307 ) (260,466 ) (264,737 ) (297,539 ) (336,517 ) (331,605 ) (303,157 ) (263,610 ) (206,314 ) INCR IN RESERVE FINANCING LIABILITY — (13,756 ) (1,733 ) 13,762 98,354 104,030 99,785 99,632 99,339 95,736 88,690 88,718 92,201 83,979 51,263 — — TOTAL DISBURSEMENTS — 577,022 472,387 400,859 404,886 335,224 280,739 221,417 159,285 107,088 71,838 19,027 (33,199 ) (52,883 ) (73,857 ) (97,439 ) (55,037 ) STATUTORY GAIN — 670,435 627,614 585,392 481,075 463,365 451,002 449,552 444,218 427,435 403,078 393,673 387,989 353,046 326,322 317,466 240,814 CAPITAL GAINS — — — — — — — — — — — — — — — — — GAIN ON CALLS AND ROLLOVER — — — — — — — — — — — — — — — — — LESS DEFAULT LOSSES — — — — — — — — — — — — — — — — — LESS IMR CAPITALIZATION — — — — — — — — — — — — — — — — — BOOK PROFIT — 670,435 627,614 585,392 481,075 463,365 451,002 449,552 444,218 427,435 403,078 393,673 387,989 353,046 326,322 317,466 240,814 INCREASE IN SURPLUS — — — — — — — — — — — — — — — — — FEDERAL INCOME TAX — 223,984 206,992 197,377 188,810 183,181 176,398 175,260 172,971 166,452 156,569 153,695 153,801 139,421 119,455 99,131 72,778 PROFITS RELEASED — 446,451 420,622 388,015 292,265 280,184 274,604 274,292 271,247 260,983 246,509 239,978 234,188 213,625 206,867 218,335 168,036 STATUTORY RESERVE (GA) (Canada=GAAP) 3,469,989 3,516,834 3,522,489 3,474,830 3,378,133 3,237,601 3,072,835 2,869,369 2,629,062 2,368,596 2,103,859 1,806,320 1,469,803 1,138,199 835,041 571,431 365,117 RESERVE FINANCING (1,000,000 ) (1,013,756 ) (1,015,489 ) (1,001,727 ) (903,373 ) (799,343 ) (699,558 ) (599,926 ) (500,587 ) (404,851 ) (316,161 ) (227,443 ) (135,242 ) (51,263 ) — — — TOTAL LIABILITY (GA) 2,458,300 2,492,115 2,496,376 2,462,544 2,463,470 2,426,037 2,359,465 2,253,710 2,113,356 1,949,072 1,773,761 1,565,732 1,322,191 1,075,357 823,726 560,496 354,861 SEPARATE ACCOUNT LIABILITY — — — — — — — — — — — — — — — — — TAX RESERVE (GA) 2,568,043 2,632,340 2,672,810 2,660,436 2,602,978 2,505,535 2,385,972 2,229,027 2,038,689 1,826,262 1,606,690 1,353,205 1,058,222 766,089 499,480 270,486 97,727 INTEREST MAINTENANCE RESERVE — — — — — — — — — — — — — — — — — POLICIES IN FORCE (UNSCALED) 1,978,221 1,701,600 1,509,020 1,361,390 1,233,088 1,117,868 1,017,868 923,317 828,674 739,802 660,529 605,434 545,550 489,245 434,169 378,372 330,134 INSURANCE IN FORCE (NET) 158,301,613 137,854,183 119,545,126 104,452,408 91,120,860 78,449,891 71,080,965 64,636,389 57,938,891 52,036.482 46,772,176 42,978,641 38,691,806 34,371,851 30,373,890 26,436,229 22,910,555 CASH VALUE IN FORCE 4,931 5,896 6,343 5,994 5,384 4,708 4,164 3,946 4,072 4,491 5,213 4,940 4,611 4,271 3,184 1,955 1,165 ECONOMIC RESERVE (Canada=GAAP) (1,169,667 ) (736,095 ) (351,278 ) (26,700 ) 242,709 461,012 639,743 778,912 882,763 953,827 996,542 1,006,608 989,725 949,339 891,883 822,778 747,503 EXCESS RESERVE (STAT LESS ECON) 3,639,656 3,239,174 2,858,278 2,499,804 2,232,051 1,977,246 1,733,535 1,490,531 1,245,712 1,009,918 791,156 572,269 344,836 137,597 (56,842 ) (251,347 ) (382,387 ) EXCESS RESERVE (STAT less ECON Floored at Zero) 2,641,038 2,672,792 2,679,081 2,499,804 2,232,051 1,977,246 1,733,535 1,490,531 1,245,712 1,009,918 791,156 572,269 344,836 137,597 (56,842 ) (251,347 ) (382,387 ) GROSS DEFERRED PREMIUMS 16,793 15,305 14,397 14,198 14,628 16,666 18,916 21,406 20,249 18,618 19,478 18,545 17,103 15,660 14,227 16,208 15,658 NET DEFERRED PREMIUMS 11,690 10,964 10,624 10,559 11,291 12,221 13,812 15,733 15,118 14,673 13,937 13,146 12,370 11,579 11,316 10,935 10,255 PV AT 9.00% PROFITS RELEASED — 409,588 763,618 1,063,237 1,270,284 1,452,384 1,616,122 1,766,169 1,902,299 2,022,463 2,126,591 2,219,591 2,302,852 2,372,532 2,434,437 2,494,378 2,536,701 PV AT 11.00% PROFITS RELEASED — 402,208 743,595 1,027,308 1,219,832 1,386,107 1,532,922 1,665,037 1,782,738 1,884,763 1,971,580 2,047,721 2,114,661 2,169,673 2,217,665 2,263,298 2,294,938 PV AT 13.00% PROFITS RELEASED — 395,090 724,499 993,413 1,172,664 1,324,736 1,456,634 1,573,225 1,675,257 1,762,134 1,834,753 1,897,315 1,951,343 1,994,958 2,032,334 2,067,244 2,091,020 PV AT 9.00% BOOK PROFITS 9.0% 615,078 1,143,328 1,595,359 1,936,164 2,237,319 2,506,237 2,752,158 2,975,096 3,171,899 3,342,163 3,494,725 3,632,668 3,747,824 3,845,475 3,932,631 3,993,285 PV AT 11.00% BOOK PROFITS 11.0% 603,996 1,113,381 1,541,415 1,858,314 2,133,298 2,374,423 2,590,953 2,783,711 2,950,806 3,092,764 3,217,670 3,328,573 3,419,487 3,495,192 3,561,544 3,606,888 PV AT 13.00% BOOK PROFITS 13.0% 593,306 1,084,819 1,490,526 1,785,578 2,037,074 2,253,698 2,444,785 2,611,882 2,754,169 2,872,911 2,975,541 3,065,052 3,137,132 3,196,090 3,246,850 3,280,924 PV AT 9.00% FEDERAL INCOME TAX 9.0% 205,490 379,711 532,122 665,880 784,935 890,116 985,989 1,072,797 1,149,436 1,215,572 1,275,134 1,329,816 1,375,292 1,411,038 1,438,253 1,456,584 PV AT 11.00% FEDERAL INCOME TAX 11.0% 201,787 369,786 514,107 638,482 747,191 841,501 925,916 1,000,973 1,066,043 1,121,184 1,169,949 1,213,911 1,249,814 1,277,527 1,298,246 1,311,950 PV AT 13.00% FEDERAL INCOME TAX 13.0% 198,216 360,321 497,113 612,914 712,337 797,065 871,561 936,625 992,035 1,038,158 1,078,226 1,113,709 1,142,173 1,163,756 1,179,606 1,189,904 Tax Reserve before unamort DAC 2,568,043 2,745,642 2,876,425 2,936,170 2,934,698 2,878,512 2,787,248 2,646,052 2,458,828 2,236,543 1,994,886 1,714,299 1,393,368 1,075,997 784,754 531,840 336,044 GAAP Benefit Reserve — — — — — — — — — — — — — — — — — GAAP Expense Reserve — — — — — — — — — — — — — — — — — Primerica - Net (Before New Conversions) - Cost of Cap Calc Capital (Based on 300% RBC (i=5.70%)) 415,070 385,058 354,111 328,008 303,500 279,110 260,811 242,710 222,217 201,768 182,703 164,660 144,590 124,613 105,864 88,688 73,666 Capital: After-Tax int less change (i=5.70%) 45,391 45,213 39,223 36,661 35,635 28,640 27,763 29,486 28,683 26,540 24,813 26,171 25,334 23,366 21,098 18,308 PRE-TAX BOOK PROFIT 670,435 627,614 585,392 481,075 463,365 451,002 449,552 444,218 427,435 403,078 393,673 387,989 353,046 326,322 317,466 240,814 FEDERAL INCOME TAX (223,984 ) (206,992 ) (197,377 ) (188,810 ) (183,181 ) (176,398 ) (175,260 ) (172,971 ) (166,452 ) (156,569 ) (153,695 ) (153,801 ) (139,421 ) (119,455 ) (99,131 ) (72,778 ) Profit After-Tax, After Cost of Capital 491,842 465,835 427,238 328,926 315,818 303,245 302,056 300,733 289,666 273,049 264,791 260,358 238,959 230,233 239,433 186,345 Present Values 9.00% 11.00% 13.00% 15.00% 20.00% 16.00% PV PRE-TAX BOOK PROFIT 4,093,405 3,679,085 3,333,323 3,041,872 2,485,692 2,913,019 PV FEDERAL INCOME TAX (1,479,933 ) (1,329,129 ) (1,202,592 ) (1,095,491 ) (890,222 ) (1,048,026 ) PV Capital: After-Tax int less change (i=5.70%) less Init Cap (125,102 ) (156,035 ) (181,389 ) (202,463 ) (242,033 ) (211,701 ) PV After-Tax. After Cost of Capital 2,488,370 2,193,921 1,949,342 1,743,919 1,353,437 1,653,292 C-2 Milliman 017CIG01\15\0906 From PUCK0906B.XLS Puck(Rev) @06/30/09 - Sens: 7-Year Recapture and PLIC Inforce External Res Financing@28.9% (Preliminary) Line of Business Projection 10/21/09 03:55 PM Existing Business at 06/30/2009 (000's)2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 Primerica - Net (Before New Conversions) GROSS PREMIUMS 440,511 387,383 337,677 303,420 278,522 265,352 244,863 223,479 204,668 179,872 155,783 133,976 113,325 81,672 REINSURANCE PREMIUMS (NET OF ALLOWANCE: (303,319 ) (263,588 ) (215,361 ) (177,770 ) (178,870 ) (178,559 ) (177,944 ) (176,767 ) (152,134 ) (124,130 ) (101,572 ) (85,562 ) (67,987 ) (30,419 ) GROSS INVESTMENT INCOME PLUS FEE INCOME 20,170 11,007 4,023 373 (1,116 ) (1,700 ) (2,463 ) (3,504 ) (3,969 ) (2,998 ) (1,824 ) (1,300 ) (1,050 ) (45 ) ACCRUAL OF DISCOUNT — — — — — — — — — — — — — — AMORTIZATION OF IMR — — — — — — — — — — — — — — LESS INVESTMENT EXPENSE — — — — — — — — — — — — — — LESS INCOME LOST ON DEFAULTS — — — — — — — — — — — — — — TOTAL INCOME 157,363 134,802 126,340 126,023 98,536 85,094 64,456 43,208 48,564 52,744 52,387 47,115 44,288 51,209 NET SURRENDERS (1,837 ) (1,876 ) (1,917 ) (1,910 ) (1,777 ) (1,680 ) (1,557 ) (1,388 ) (1,244 ) (1,120 ) (1,004 ) (892 ) (779 ) (2,656 ) HEALTH BENEFITS — — — — — — — — — — — — — — DIRECT DEATH BENEFITS 377,374 332,463 281,032 234,405 205,916 200,735 196,698 193,407 179,449 148,810 123,181 103,646 85,204 64,084 REINSURANCE DEATH BENEFITS (266,032 ) (231,964 ) (194,913 ) (159,052 ) (138,015 ) (136,921 ) (136,706 ) (137,175 ) (127,838 ) (103,732 ) (83,762 ) (69,602 ) (57,687 ) (51,995 ) ACQUISITION EXPENSES — — — — — — — — — — — — — — OTHER EXPENSES 29,675 26,003 22,217 18,989 17,365 16,609 15,813 14,970 13,517 11,215 9,305 7,896 6,598 4,982 NET COMMISSIONS — — — — — — — — — — — — — — COST OF FINANCING — — — — — — — — — — — — — — INCREASE IN LOADING (532 ) 965 (249 ) 1,424 515 278 (481 ) (1,010 ) 954 (359 ) (780 ) (833 ) (867 ) (4,428 ) INCREASE IN RESERVES (161,972 ) (131,708 ) (72,550 ) (16,481 ) (5,307 ) (4,938 ) (12,031 ) (15,550 ) 10,634 16,828 7,784 999 4,117 15,058 INCR IN RESERVE FINANCING LIABILITY — — — — — — — — — — — — — — TOTAL DISBURSEMENTS (23,323 ) (6,116 ) 33,620 77,375 78,697 74,082 61,737 53,253 75,473 71,642 54,723 41,213 36,586 25,045 STATUTORY GAIN 180,686 140,919 92,719 48,648 19,840 11,012 2,720 (10,046 ) (26,909 ) (18,899 ) (2,336 ) 5,902 7,702 26,164 CAPITAL GAINS — — — — — — — — — — — — — — GAIN ON CALLS AND ROLLOVER — — — — — — — — — — — — — — LESS DEFAULT LOSSES — — — — — — — — — — — — — — LESS IMR CAPITALIZATION — — — — — — — — — — — — — — BOOK PROFIT 180,686 140,919 92,719 48,648 19,840 11,012 2,720 (10,046 ) (26,909 ) (18,899 ) (2,336 ) 5,902 7,702 26,164 INCREASE IN SURPLUS — — — — — — — — — — — — — — FEDERAL INCOME TAX 52,712 39,781 24,398 10,295 726 (1,434 ) (3,617 ) (7,543 ) (12,672 ) (9,560 ) (3,583 ) (566 ) 259 7,524 PROFITS RELEASED 127,974 101,137 68,321 38,353 19,114 12,446 6,336 (2,503 ) (14,237 ) (9,338 ) 1,247 6,468 7,443 18,640 STATUTORY RESERVE (GA) (Canada=GAAP) 203,145 71,437 (1,112 ) (17,594 ) (22,901 ) (27,839 ) (39,869 ) (55,419 ) (44,785 ) (27,956 ) (20,173 ) (19,174 ) (15,058 ) — RESERVE FINANCING — — — — — — — — — — — — — — TOTAL LIABILITY (GA) 193,527 62,633 (10,061 ) (27,653 ) (33,844 ) (39,543 ) (49,916 ) (63,964 ) (52,886 ) (35,237 ) (26,492 ) (24,417 ) (19,206 ) — SEPARATE ACCOUNT LIABILITY — — — — — — — — — — — — — — TAX RESERVE (GA) (33,526 ) (137,162 ) (186,846 ) (185,205 ) (173,629 ) (164,219 ) (161,539 ) (164,082 ) (143,708 ) (117,643 ) (100,997 ) (91,403 ) (79,229 ) (55,356 ) INTEREST MAINTENANCE RESERVE — — — — — — — — — — — — — — POLICIES IN FORCE (UNSCALED) 284,498 238,073 192,130 160,266 148,799 138,381 129,263 120,384 97,664 75,745 60,960 49,631 39,378 — INSURANCE IN FORCE (NET) 19,677,811 15,433,294 11,866,442 9.182,259 8,439,733 7,753,031 7,013,809 6,386,939 5,338,440 4,334,747 3,619,827 2.617,631 1,939,061 — CASH VALUE IN FORCE 301 (376 ) (1,223 ) (1,995 ) (2,037 ) (1,471 ) (4 ) 1,169 184 (1,024 ) (1,208 ) (1,110 ) (1,250 ) — ECONOMIC RESERVE (Canada=GAAP) 673,983 603,514 550,180 513,034 460,749 400,998 329,363 246,367 176,042 120,401 74,378 33,275 840 — EXCESS RESERVE (STAT LESS ECON) (470,838 ) (532,077 ) (551,293 ) (530,627 ) (483,650 ) (428,837 ) (369,232 ) (301,786 ) (220,827 ) (148,358 ) (94,551 ) (52,449 ) (15,898 ) — EXCESS RESERVE (STAT less ECON Floored at Zero) (470,838 ) (532,077 ) (551,293 ) (530,627 ) (483,650 ) (428,837 ) (369,232 ) (301,786 ) (220,827 ) (148,358 ) (94,551 ) (52,449 ) (15,898 ) — GROSS DEFERRED PREMIUMS 14,489 14,641 14,537 17,070 18,470 19,509 17,371 14,859 15,369 14,189 12,447 10,537 8,576 — NET DEFERRED PREMIUMS 9,618 8,804 8,949 10,059 10,943 11,705 10,047 8,545 8,101 7,280 6,319 5,242 4,148 — PV AT 9.00% PROFITS RELEASED 2,566,273 2,587,713 2,601,001 2,607,844 2,610,973 2,612,842 2,613,715 2,613,399 2,611,748 2,610,754 2,610,876 2,611,455 2,612,067 2,613,472 PV AT 11.00% PROFITS RELEASED 2,316,647 2,332,103 2,341,509 2,346,266 2,348,402 2,349,655 2,350,230 2,350,025 2,348,977 2,348,358 2,348,432 2,348,780 2,349,141 2,349,956 PV AT 13.00% PROFITS RELEASED 2,107,045 2,118,252 2,124,952 2,128,281 2,129,748 2,130,594 2,130,975 2,130,842 2,130,172 2,129,782 2,129,828 2,130,040 2,130,255 2,130,731 PV AT 9.00% BOOK PROFITS 4,035,037 4,064,911 4,082,944 4,091,624 4,094,872 4,096,526 4,096,900 4,095,631 4,092,510 4,090,499 4,090,271 4,090,800 4,091,433 4,093,405 PV AT 11.00% BOOK PROFITS 3,637,538 3,659,073 3,671,839 3,677,873 3,680,090 3,681,198 3,681,445 3,680,624 3,678,643 3,677,390 3,677,251 3,677,568 3,677,942 3,679,085 PV AT 13.00% BOOK PROFITS 3,303,550 3,319,165 3,328,258 3,332,479 3,334,003 3,334,751 3,334,915 3,334,380 3,333,113 3,332,325 3,332,239 3,332,432 3,332,654 3,333,323 PV AT 9.00% FEDERAL INCOME TAX 1,468,764 1,477,198 1,481,943 1,483,780 1,483,899 1,483,683 1,483,185 1,482,232 1,480,762 1,479,745 1,479,395 1,479,345 1,479,366 1,479,933 PV AT 11.00% FEDERAL INCOME TAX 1,320,891 1,326,971 1,330,330 1,331,607 1,331,688 1,331,543 1,331,215 1,330,599 1,329,666 1,329,032 1,328,818 1,328,788 1,328,800 1,329,129 PV AT 13 .00% FEDERAL INCOME TAX 1,196,505 1,200,913 1,203,305 1,204,199 1,204,255 1,204,157 1,203,940 1,203,538 1,202,941 1,202,543 1,202,411 1,202,392 1,202,400 1,202,592 Tax Reserve before unamort DAC 182,712 57,931 (11,365 ) (27,865 ) (34,021 ) (39,700 ) (50,072 ) (64,141 ) (53,111 ) (35,490 ) (26,756 ) (24,673 ) (19,436 ) — GAAP Benefit Reserve — — — — — — — — — — — — — — GAAP Expense Reserve — — — — — — — — — — — — — — Primerica - Net (Before New Conversions) - Cost c Capital (Based on 300% RBC (i=5.70%)) 60,504 47,484 37,210 30,814 28,213 26,410 23,940 21,436 19,018 16,445 14,121 11,459 9,343 4,900 Capital: After-Tax int less change (i=5.70%) 15,891 15,262 12,033 7,775 3,742 2,848 3,449 3,391 3,212 3,277 2,933 3,185 2,541 4,788 PRE-TAX BOOK PROFIT 180,686 140,919 92,719 48,648 19,840 11,012 2,720 (10,046 ) (26,909 ) (18,899 ) (2,336 ) 5,902 7,702 26,164 FEDERAL INCOME TAX (52,712 ) (39,781 ) (24,398 ) (10,295 ) (726 ) 1,434 3,617 7,543 12,672 9,560 3,583 566 (259 ) (7,524 ) Profit After-Tax, After Cost of Capital 143,865 116,400 80,354 46,128 22,856 15,294 9,785 888 (11,025 ) (6,061 ) 4,180 9,653 9,984 23,429 Present Values PV PRE-TAX BOOK PROFIT PV FEDERAL INCOME TAX PV Capital: After-Tax int less change (i=5.70%) less Init Cap PV After-Tax, After Cost of Capital C-3 Milliman 017CIG01\15\0906 Puck(Rev) @06/30/09 - Sens: 7-Year Recapture and PLIC Inforce External 10/21/09 From PUCK0906B.XLS Line of Business Projection - Present Value of Components of Profi 03:55 PM As of June 30, 2009 Existing Business at 06/30/2009 (000’s) 9.00% 11.00% 13.00% 15.00% Primerica - Net (Before New Conversions) Value of Existing Business at 06/30/2009 (000’s) GROSS PREMIUMS 9,927,846 8,888,030 8,034,397 7,323,239 REINSURANCE PREMIUMS (NET OF ALLOWANCE: (4,719,263) (4,135,016) (3,664,307) (3,279,323) GROSS INVESTMENT INCOME PLUS FEE INCOME 1,072,960 970,354 883,028 808,165 ACCRUAL OF DISCOUNT — — — — AMORTIZATION OF IMR — — — — LESS INVESTMENT EXPENSE — — — — LESS INCOME LOST ON DEFAULTS — — — — TOTAL INCOME 6,281,543 5,723,367 5,253,118 4,852,081 NET SURRENDERS (29,802) (26,285) (23,504) (21,261) HEALTH BENEFITS — — — — DIRECT DEATH BENEFITS 6,188,951 5,465,007 4,879,021 4,397,414 REINSURANCE DEATH BENEFITS (4,030,003) (3,533,332) (3,133,019) (2,805,482) ACQUISITION EXPENSES — — — — OTHER EXPENSES 655,453 587,700 532,018 485,580 NET COMMISSIONS 95,562 90,930 86,732 82,912 COST OF FINANCING 170,760 157,575 146,011 135,816 INCREASE IN LOADING (651) (575) (554) (559) INCREASE IN RESERVES (1,351,260) (1,120,652) (936,151) (787,347) INCR INRESERVE FINANCING LIABILITY 489,130 423,915 369,242 323,135 TOTAL DISBURSEMENTS 2,188,139 2,044,283 1,919,795 1,810,209 STATUTORY GAIN 4,093,405 3,679,085 3,333,323 3,041,872 CAPITAL GAINS — — — — GAIN ON CALLS AND ROLLOVER — — — — LESS DEFAULT LOSSES — — — — LESS IMR CAPITALIZATION — — — — BOOK PROFIT 4,093,405 3,679,085 3,333,323 3,041,872 INCREASE IN SURPLUS — — — — FEDERAL INCOME TAX 1,479,933 1,329,129 1,202,592 1,095,491 PROFITS RELEASED 2,613,472 2,349,956 2,130,731 1,946,382 C-4 Milliman 017CIG01\15\0906 Puck(Rev) @06/30/09 - Sens: 7-Year Recapture and PLIC Inforce External Res Financing@28.9% ( Preliminary) 10/21/09 From PUCK0906B.XLS Line of Business Projection 03:55PM Existing Business at 06/30/2009 (000's)2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Primerica New Conversions - Net GROSS PREMIUMS — 26,437 70,844 103,618 135,521 165,470 193,421 220,384 233,207 235,829 240,919 237,879 230,755 223,041 215,484 208,747 203,338 REINSURANCE PREMIUMS (NET OF ALLOWANCES) — (14,300 ) (21,579 ) (26,368 ) (31,477 ) (37,516 ) (54,686 ) (73,665 ) (80,472 ) (88,298 ) (96,786 ) (96,880 ) (96,694 ) (95,274 ) (93,461 ) (91,163 ) (82,561 ) GROSS INVESTMENT INCOME PLUS FEE INCOME — (705 ) 10,161 10,046 10,394 11,391 12,731 14,041 15,755 17,031 17,497 17,295 16,848 16,118 14,904 13,421 11,931 ACCRUAL OF DISCOUNT — — — — — — — — — — — — — — — — — AMORTIZATION OF IMR — — — — — — — — — — — — — — — — — LESS INVESTMENT EXPENSE — — — — — — — — — — — — — — — — — LESS INCOME LOST ON DEFAULTS — — — — — — — — — — — — — — — — — TOTAL INCOME — 11,432 59,425 87,297 114,437 139,345 151,467 160,759 168,490 164,562 161,630 158,294 150,909 143,885 136,927 131,005 132,708 NET SURRENDERS — — — — — — — — — — — — — — — — — HEALTH BENEFITS — — — — — — — — — — — — — — — — — DIRECT DEATH BENEFITS — 17,706 51,327 77,506 103,974 130,281 156,775 183,704 202,673 214,985 229,339 230,412 219,047 209,342 198,136 186,492 174,617 REINSURANCE DEATH BENEFITS — (7,996 ) (18,547 ) (24,267 ) (30,096 ) (36,265 ) (48,876 ) (67,165 ) (78,674 ) (84,067 ) (90,742 ) (91,457 ) (88,772 ) (87,553 ) (85,993 ) (84,194 ) (79,629 ) ACQUISITION EXPENSES — 3,116 2,433 1,974 1,841 1,783 1,623 1,776 610 767 813 147 162 154 134 139 81 OTHER EXPENSES — 1,709 4,547 6,535 8,421 10,132 11,670 13,158 13,955 14,212 14,611 14,114 13,023 12,131 11,257 10,453 9,651 NET COMMISSIONS — 22,329 25,487 22,155 21,954 22,455 22,724 23,672 11,162 10,487 11,188 3,216 2,219 2,248 2,016 2,001 1,302 COST OF FINANCING — — — — — — — — — — — — — — — — — INCREASE IN LOADING — — — — — — — — — — — — — — — — — INCREASE IN RESERVES — 186,253 (6,675 ) 3,792 16,685 25,884 24,604 24,360 28,319 14,286 (6,376 ) (9,745 ) (14,332 ) (23,825 ) (29,118 ) (32,177 ) (26,257 ) INCR IN RESERVE FINANCING LIABILITY — — — — — — — — — — — — — — — — — TOTAL DISBURSEMENTS — 223,117 58,572 87,695 122,780 154,270 168,521 179,505 178,044 170,670 158,834 146,686 131,346 112,497 96,433 82,714 79,765 STATUTORY GAIN — (211,685 ) 853 (398 ) (8,343 ) (14,924 ) (17,054 ) (18,746 ) (9,555 ) (6,109 ) 2,796 11,609 19,563 31,388 40,494 48,291 52,943 CAPITAL GAINS — — — — — — — — — — — — — — — — — GAIN ON CALLS AND ROLLOVER — — — — — — — — — — — — — — — — — LESS DEFAULT LOSSES — — — — — — — — — — — — — — — — — LESS IMR CAPITALIZATION — — — — — — — — — — — — — — — — — BOOK PROFIT — (211,685 ) 853 (398 ) (8,343 ) (14,924 ) (17,054 ) (18,746 ) (9,555 ) (6,109 ) 2,796 11,609 19,563 31,388 40,494 48,291 52,943 INCREASE IN SURPLUS — — — — — — — — — — — — — — — — — FEDERAL INCOME TAX — (6,687 ) (2,966 ) (5,955 ) (7,627 ) (9,023 ) (9,150 ) (9,139 ) (5,637 ) (4,643 ) (1,683 ) 2,880 6,751 10,365 13,140 15,578 17,318 PROFITS RELEASED — (204,998 ) 3,819 5,557 (716 ) (5,901 ) (7,904 ) (9,606 ) (3,918 ) (1,465 ) 4,478 8,729 12,812 21,023 27,354 32,712 35,626 STATUTORY RESERVE (GA) (Canada=GAAP) — 186,253 179,578 183,370 200,054 225,938 250,542 274,902 303,221 317,508 311,132 301,387 287,055 263,230 234,113 201,936 175,679 RESERVE FINANCING — — — — — — — — — — — — — — — — — TOTAL LIABILITY (GA) — 186,253 179,578 183,370 200,054 225,938 250,542 274,902 303,221 317,508 311,132 301,387 287,055 263,230 234,113 201,936 175,679 SEPARATE ACCOUNT LIABILITY — — — — — — — — — — — — — — — — — TAX RESERVE (GA) — (6,327 ) (3,675 ) 16,733 46,865 83,606 117,299 149,025 183,894 205,338 206,565 200,201 186,144 164,094 137,928 109,532 86,738 INTEREST MAINTENANCE RESERVE — — — — — — — — — — — — — — — — — POLICIES IN FORCE (UNSCALED) — 50,555 85,880 111,334 132,418 150,595 164,679 179,301 176,873 176,273 176,013 153,373 134,763 119,044 104,718 91,641 78,049 INSURANCE IN FORCE (NET) — 4,092,767 8,757,255 12,662,947 15,939,132 19,046,285 19,584,856 19,850,947 19,375,491 19,008,416 18,651,255 16,521,621 14,251,365 12,224,280 10,398,649 8,663,416 7,517,724 CASH VALUE IN FORCE — (1,876 ) (2,601 ) (831 ) 1,176 3,011 3,786 3,993 3,116 1,223 (606 ) (1,022 ) (1,298 ) (1,601 ) (1,857 ) (2,085 ) (2,220 ) ECONOMIC RESERVE (Canada=GAAP) — 11,759 30,369 50,499 72,220 98,188 128,631 156,486 171,053 174,534 166,478 160,682 152,311 140,034 125,185 109,549 97,348 EXCESS RESERVE (STAT LESS ECON) — 174,494 149,209 132,871 127,834 127,750 121,912 118,416 132,168 142,974 144,654 140,705 134,744 123,197 108,927 92,387 78,331 EXCESS RESERVE (STAT less ECON Floored al Zero) — 174,494 149,209 132,871 127,834 127,750 121,912 118,416 132,168 142,974 144,654 140,705 134,744 123,197 108,927 92,387 78,331 GROSS DEFERRED PREMIUMS — — — — — — — — — — — — — — — — — NET DEFERRED PREMIUMS — — — — — — — — — — — — — — — — — PV AT 9.00% PROFITS RELEASED — (188,072 ) (184,858 ) (180,567 ) (181,074 ) (184,909 ) (189,622 ) (194,877 ) (196,844 ) (197,518 ) (195,627 ) (192,244 ) (187,689 ) (180,831 ) (172,646 ) (163,665 ) (154,692 ) PV AT 11.00% PROFITS RELEASED — (184,683 ) (181,584 ) (177,521 ) (177,992 ) (181,494 ) (185,720 ) (190,347 ) (192,047 ) (192,620 ) (191,043 ) (188,273 ) (184,611 ) (179,197 ) (172,851 ) (166,014 ) (159,306 ) PV AT 13.00% PROFITS RELEASED — (181,414 ) (178,424 ) (174,573 ) (175,012 ) (178,215 ) (182,011 ) (186,094 ) (187,568 ) (188,056 ) (186,737 ) (184,461 ) (181,505 ) (177,213 ) (172,271 ) (167,040 ) (162,000 ) PV AT 9.00% BOOK PROFITS 9.0 % (194,207 ) (193,489 ) (193,796 ) (199,706 ) (209,406 ) (219,575 ) (229,829 ) (234,625 ) (237,437 ) (236,256 ) (231,757 ) (224,802 ) (214,564 ) (202,446 ) (189,189 ) (175,854 ) PV AT 11.00% BOOK PROFITS 11.0 % (190,707 ) (190,015 ) (190,306 ) (195,802 ) (204,659 ) (213,776 ) (222,805 ) (226,951 ) (229,339 ) (228,355 ) (224,672 ) (219,080 ) (210,997 ) (201,602 ) (191,510 ) (181,541 ) PV AT 13.00% BOOK PROFITS 13.0 % (187,332 ) (186,664 ) (186,940 ) (192,057 ) (200,157 ) (208,348 ) (216,316 ) (219,911 ) (221,944 ) (221,120 ) (218,094 ) (213,581 ) (207,172 ) (199,856 ) (192,135 ) (184,644 ) PV AT 9.00% FEDERAL INCOME TAX 9.0 % (6.135 ) (8,631 ) (13,229 ) (18,632 ) (24,497 ) (29,953 ) (34,952 ) (37,781 ) (39,919 ) (40,630 ) (39,514 ) (37,113 ) (33,733 ) (29,801 ) (25,524 ) (21,162 ) PV AT 11.00% FEDERAL INCOME TAX 11.0 % (6,024 ) (8,431 ) (12,786 ) (17,809 ) (23,164 ) (28,056 ) (32,458 ) (34,904 ) (36,719 ) (37,312 ) (36,398 ) (34,469 ) (31,800 ) (28,751 ) (25,495 ) (22,234 ) PV AT 13.00% FEDERAL INCOME TAX 13.0 % (5,918 ) (8,240 ) (12,367 ) (17,045 ) (21,942 ) (26,337 ) (30,222 ) (32,342 ) (33,888 ) (34,384 ) (33,633 ) (32,076 ) (29,959 ) (27,585 ) (25,094 ) (22,644 ) Tax Reserve before unamort DAC — (4,854 ) 2,603 29,759 68,245 114,507 158,167 200,339 245,287 275,043 283,038 281,534 270,183 249,224 222,865 193,366 169,170 GAAP Benefit Reserve — (952 ) 7,619 19,527 33,066 45,784 51,505 52,668 46,721 32,105 5,359 (28,237 ) (61,220 ) (95,542 ) (130,152 ) (166,247 ) (200,378 ) GAAP Expense Reserve — 24,217 49,107 68,927 87,150 104,613 121,093 137,654 156,131 172,846 186,454 193,053 202,279 212,700 221,647 229,898 237,285 Primerica New Conversions - Net - Cost of Cap Calc Capital (Based on 300% RBC (i=5.70%)) — 12,470 20,922 28,052 34,721 41,327 44,590 47,444 48,533 48,721 48,442 45,272 41,561 37,824 34,167 30,557 27,886 Capital: After-Tax int less change (i=5.70%) (12,470 ) (7,990 ) (6,355 ) (5,629 ) (5,320 ) (1,732 ) (1,201 ) 669 1,610 2,084 4,965 5,389 5,277 5,058 4,876 3,804 PRE-TAX BOOK PROFIT (211,685 ) 853 (398 ) (8,343 ) (14,924 ) (17,054 ) (18,746 ) (9,555 ) (6,109 ) 2,796 11,609 19,563 31,388 40,494 48,291 52,943 FEDERAL INCOME TAX 6,687 2,966 5,955 7,627 9,023 9,150 9,139 5,637 4,643 1,683 (2,880 ) (6,751 ) (10,365 ) (13,140 ) (15,578 ) (17,318 ) Profit After-Tax, After Cost of Capital (217,469 ) (4,171 ) (798 ) (6,345 ) (11,221 ) (9,636 ) (10,808 ) (3,249 ) 145 6,562 13,693 18,201 26,300 32,412 37,588 39,429 Present Values 9.00 % 11.00 % 13.00 % 15.00 % 20.00 % 16.00 % PV PRE-TAX BOOK PROFIT (56,631 ) (102,328 ) (131,242 ) (149,419 ) (169,309 ) (155,718 ) PV FEDERAL INCOME TAX (17,749 ) (3,679 ) 5,141 10,625 16,518 12,507 PV Capital: After-Tax int less change (i=5.70%) less Init Cap (15,876 ) (18,339 ) (19,843 ) (20,705 ) (21,245 ) (20,962 ) PV After-Tax, After Cost of Capital (90,256 ) (124,345 ) (145,944 ) (159,499 ) (174,036 ) (164,173 ) C-5 Milliman 017CIG01\15\0906 Puck(Rev) @06/30/09 - Sens: 7-Year Recapture and PLIC Inforce External Res Financing@28.9% (Preliminary) 10/21/09 From PUCK0906B.XLS Line of Business Projection 03:55 PM Existing Business at 06/30/2009 (000's)2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 Primerica New Conversions - Net GROSS PREMIUMS 199,869 194,670 189,597 185,418 176,670 166,904 156,135 145,327 135,475 125,433 115,250 105,180 95,349 86,026 REINSURANCE PREMIUMS (NET OF ALLOWANCES) (71,998 ) (70,427 ) (68,947 ) (67,362 ) (62,196 ) (57,052 ) (53,022 ) (49,107 ) (45,456 ) (40,441 ) (35,320 ) (31,950 ) (28,807 ) (25,926 ) GROSS INVESTMENT INCOME PLUS FEE INCOME 10,835 9,725 8,437 7,180 6,056 5,084 4,235 3,441 2,760 2,254 1,926 1,696 1,517 1,379 ACCRUAL OF DISCOUNT — — — — — — — — — — — — — — AMORTIZATION OF IMR — — — — — — — — — — — — — — LESS INVESTMENT EXPENSE — — — — — — — — — — — — — — LESS INCOME LOST ON DEFAULTS — — — — — — — — — — — — — — TOTAL INCOME 138,706 133,968 129,086 125,235 120,530 114,936 107,348 99,662 92,779 87,246 81,856 74,926 68,059 61,479 NET SURRENDERS — — — — — — — — — — — — — — HEALTH BENEFITS — — — — — — — — — — — — — — DIRECT DEATH BENEFITS 160,579 150,030 143,216 135,327 125,357 114,311 104,158 94,505 85,118 76,207 67,966 60,398 53,465 46,853 REINSURANCE DEATH BENEFITS (71,596 ) (65,723 ) (62,824 ) (59,535 ) (55,053 ) (50,113 ) (45,898 ) (42,189 ) (38,694 ) (35,059 ) (31,245 ) (27,753 ) (24,728 ) (21,817 ) ACQUISITION EXPENSES 77 155 155 132 14 6 6 4 20 28 21 14 8 2 OTHER EXPENSES 8,852 8,207 7,730 7,258 6,652 6,019 5,435 4,892 4,395 3,942 3,524 3,136 2,781 2,449 NET COMMISSIONS 1,145 2,284 2,327 1,897 393 94 83 55 285 430 338 229 130 36 COST OF FINANCING — — — — — — — — — — — — — — INCREASE IN LOADING — — — — — — — — — — — — — — INCREASE IN RESERVES (19,707 ) (22,982 ) (23,515 ) (21,793 ) (18,253 ) (14,786 ) (13,753 ) (11,909 ) (9,156 ) (5,693 ) (2,989 ) (1,980 ) (1,253 ) (478 ) INCR IN RESERVE FINANCING LIABILITY — — — — — — — — — — — — — — TOTAL DISBURSEMENTS 79,349 71,970 67,089 63,284 59,110 55,530 50,032 45,357 41,969 39,855 37,615 34,043 30,402 27,045 STATUTORY GAIN 59,357 61,998 61,998 61,951 61,420 59,406 57,317 54,305 50,811 47,391 44,241 40,882 37,656 34,435 CAPITAL GAINS — — — — — — — — — — — — — — GAIN ON CALLS AND ROLLOVER — — — — — — — — — — — — — — LESS DEFAULT LOSSES — — — — — — — — — — — — — — LESS IMR CAPITALIZATION — — — — — — — — — — — — — — BOOK PROFIT 59,357 61,998 61,998 61,951 61,420 59,406 57,317 54,305 50,811 47,391 44,241 40,882 37,656 34,435 INCREASE IN SURPLUS — — — — — — — — — — — — — — FEDERAL INCOME TAX 19,733 20,489 20,446 20,423 20,444 19,883 19,030 17,873 16,581 15,358 14,244 13,033 11,886 10,759 PROFITS RELEASED 39,624 41,509 41,552 41,528 40,976 39,523 38,286 36,432 34,229 32,033 29,998 27,850 25,771 23,675 STATUTORY RESERVE (GA) (Canada=GAAP) 155,972 132,990 109,475 87,682 69,429 54,643 40,890 28,980 19,825 14,132 11,142 9,163 7,910 7,432 RESERVE FINANCING — — — — — — — — — — — — — — TOTAL LIABILITY (GA) 155,972 132,990 109,475 87,682 69,429 54,643 40,890 28,980 19,825 14,132 11,142 9,163 7,910 7,432 SEPARATE ACCOUNT LIABILITY — — — — — — — — — — — — — — TAX RESERVE (GA) 70,008 50,483 30,549 12,357 (2,887 ) (15,075 ) (25,883 ) (34,555 ) (40,275 ) (42,457 ) (41,902 ) (40,235 ) (37,791 ) (34,574 ) INTEREST MAINTENANCE RESERVE — — — — — — — — — — — — — — POLICIES IN FORCE (UNSCALED) 65,149 58,041 51,180 44,515 37,291 31,065 26,046 21,602 17,740 14,714 12,047 9,971 8,132 6,540 INSURANCE IN FORCE (NET) 6,481,856 5,820,179 5,174,906 4,530,794 3,872,361 3,230,937 2,674,506 2,171,183 1,708,530 1,406,311 1,153,198 953,209 778,727 628,833 CASH VALUE IN FORCE (2,152 ) (2,143 ) (2,270 ) (2,348 ) (2,232 ) (1,975 ) (1,799 ) (1,655 ) (1,466 ) (1,238 ) (1,048 ) (907 ) (793 ) (681 ) ECONOMIC RESERVE (Canada=GAAP) 90,499 82,648 72,403 60,711 49,496 40,189 31,321 23,136 16,642 12,095 9,439 7,472 6,153 5,589 EXCESS RESERVE (STAT LESS ECON) 65,473 50,343 37,072 26,971 19,933 14,453 9,569 5,844 3,182 2,037 1,704 1,690 1,757 1,843 EXCESS RESERVE (STAT less ECON Floored at Zero) 65,473 50,343 37,072 26,971 19,933 14,453 9,569 5,844 3,182 2,037 1,704 1,690 1,757 1,843 GROSS DEFERRED PREMIUMS — — — — — — — — — — — — — — NET DEFERRED PREMIUMS — — — — — — — — — — — — — — PV AT 9.00% PROFITS RELEASED (145,536 ) (136,736 ) (128,655 ) (121,245 ) (114,537 ) (108,602 ) (103,326 ) (98,721 ) (94,752 ) (91,344 ) (88,416 ) (85,922 ) (83,805 ) (82,020 ) PV AT 11.00% PROFITS RELEASED (152,585 ) (146,241 ) (140,521 ) (135,370 ) (130,791 ) (126,812 ) (123,340 ) (120,363 ) (117,844 ) (115,719 ) (113,927 ) (112,428 ) (111,179 ) (110,145 ) PV AT 13.00% PROFITS RELEASED (157,038 ) (152,438 ) (148,364 ) (144,760 ) (141,613 ) (138,927 ) (136,624 ) (134,685 ) (133,073 ) (131,737 ) (130,631 ) (129,722 ) (128,977 ) (128,372 ) PV AT 9.00% BOOK PROFITS (162,138 ) (148,995 ) (136,937 ) (125,883 ) (115,829 ) (106,907 ) (99,010 ) (92,145 ) (86,253 ) (81,211 ) (76,893 ) (73,232 ) (70,138 ) (67,543 ) PV AT 11.00% BOOK PROFITS (171,472 ) (161,997 ) (153,461 ) (145,777 ) (138,914 ) (132,934 ) (127,736 ) (123,299 ) (119,559 ) (116,416 ) (113,773 ) (111,572 ) (109,747 ) (108,242 ) PV AT 13.00% BOOK PROFITS (177,211 ) (170,341 ) (164,261 ) (158,885 ) (154,168 ) (150,130 ) (146,683 ) (143,793 ) (141,400 ) (139,424 ) (137,792 ) (136,458 ) (135,370 ) (134,489 ) PV AT 9.00% FEDERAL INCOME TAX (16,602 ) (12,258 ) (8,282 ) (4,638 ) (1,291 ) 1,695 4,317 6,576 8,499 10,133 11,523 12,690 13,667 14,478 PV AT 11.00% FEDERAL INCOME TAX (18,887 ) (15,756 ) (12,941 ) (10,408 ) (8,123 ) (6,122 ) (4,396 ) (2,935 ) (1,715 ) (696 ) 154 856 1,432 1,902 PV AT 13.00% FEDERAL INCOME TAX (20,173 ) (17,903 ) (15,898 ) (14,125 ) (12,555 ) (11,204 ) (10,059 ) (9,108 ) (8,327 ) (7,687 ) (7,161 ) (6,736 ) (6,393 ) (6,118 ) Tax Reserve before unamort DAC 150,971 129,462 107,388 87,008 69,419 54,634 40,882 28,975 19,820 14,129 11,140 9,161 7,908 7,431 GAAP Benefit Reserve (232,925 ) (263,391 ) (288,624 ) (315,608 ) (345,766 ) (375,171 ) (401,172 ) (420,791 ) (435,319 ) (437,904 ) (428,299 ) (405,121 ) (371,467 ) (338,904 ) GAAP Expense Reserve 243,504 251,121 249,090 236,846 221,960 206,401 191,349 175,742 166,426 159,662 150,329 139,355 125,405 110,440 Primerica New Conversions - Net - Cost of Cap Calc Capital (Based on 300% RBC (i=5.70%)) 25,652 23,745 21,855 20,079 18,115 16,226 14,425 12,747 11,262 10,067 9,003 8,053 7,175 6,386 Capital: After-Tax int less change (i=5.70%) 3,267 2,857 2,770 2,586 2,708 2,560 2,402 2,213 1,956 1,612 1,437 1,284 1,177 1,055 PRE-TAX BOOK PROFIT 59,357 61,998 61,998 61,951 61,420 59,406 57,317 54,305 50,811 47,391 44,241 40,882 37,656 34,435 FEDERAL INCOME TAX (19,733 ) (20,489 ) (20,446 ) (20,423 ) (20,444 ) (19,883 ) (19,030 ) (17,873 ) (16,581 ) (15,358 ) (14,244 ) (13,033 ) (11,886 ) (10,759 ) Profit After-Tax, After Cost of Capital 42,891 44,366 44,322 44,114 43,684 42,084 40,688 38,645 36,186 33,646 31,434 29,134 26,947 24,730 Present Values PV PRE-TAX BOOK PROFIT PV FEDERAL INCOME TAX PV Capital: After-Tax int less change (i=5.70%) less Init Cap PV After-Tax, After Cost of Capital C-6 Milliman 017CIG01\15\0906 Puck(Rev) @06/30/09 - Sens: 7-Year Recapture and PLIC Inforce External ] 10/21/09 From PUCK0906B.XLS Line of Business Projection - Present Value of Components of Profi 03:55 PM As of June 30, 2009 Existing Business at 06/30/2009 (000's) 9.00% 11.00% 13.00% 15.00% Primerica New Conversions - Net GROSS PREMIUMS 1,688,876 1,390,073 1,163,649 988,411 REINSURANCE PREMIUMS (NET OF ALLOWANCE: (583,850) (477,248) (396,287) (333,676) GROSS INVESTMENT INCOME PLUS FEE INCOME 109,855 92,962 79,620 68,925 ACCRUAL OF DISCOUNT — — — — AMORTIZATION OF IMR — — — — LESS INVESTMENT EXPENSE — — — — LESS INCOME LOST ON DEFAULTS — — — — TOTAL INCOME 1,214,880 1,005,787 846,982 723,660 NET SURRENDERS 24 11 6 3 HEALTH BENEFITS — — — — DIRECT DEATH BENEFITS 1,394,167 1,151,854 965,746 820,192 REINSURANCE DEATH BENEFITS (536,481) (438,199) (363,406) (305,469) ACQUISITION EXPENSES 12,217 11,361 10,611 9,948 OTHER EXPENSES 92,125 77,346 65,826 56,688 NET COMMISSIONS 136,878 125,842 116,257 107,868 COST OF FINANCING — — — — INCREASE IN LOADING — — — — INCREASE IN RESERVES 172,581 179,899 183,186 183,849 INCR IN RESERVE FINANCING LIABILITY — — — — TOTAL DISBURSEMENTS 1,271,511 1,108,115 978,224 873,079 STATUTORY GAIN (56,631) (102,328) (131,242) (149,419) CAPITAL GAINS — — — — GAIN ON CALLS AND ROLLOVER — — — — LESS DEFAULT LOSSES — — — — LESS IMR CAPITALIZATION — — — — BOOK PROFIT (56,631) (102,328) (131,242) (149,419) INCREASE IN SURPLUS — — — — FEDERAL INCOME TAX 17,749 3,679 (5,141) (10,625) PROFITS RELEASED (74,380) (106,007) (126,101) (138,795) C-7 Milliman 017CIG01\15\0906 Puck(Rev) @06/30/09 - Sens: 7-Year Recapture and PLIC Inforce External Res Financing@28.9% (Preliminary) 10/21/09 From PUCK0906B.XLS Line of Business Projection 03:55 PM Existing Business at 06/30/2009 (000ʼs) 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Miscellaneous Primerica — 33,184 30,369 28,381 26,747 25,346 24,069 22,877 21,376 19,776 18,408 17,060 15,661 14,278 12,901 11,653 10,366 GROSS PREMIUMS REINSURANCE PREMIUMS (NET OF ALLOWANCES) — — — — — — — — — — — — — — — — — GROSS INVESTMENT INCOME PLUS FEE INCOME — 38,281 36,315 35,111 34,205 33,394 32,620 31,835 30,839 29,473 27,924 26,369 24,710 22,922 21,049 19,053 16,982 ACCRUAL OF DISCOUNT — — — — — — — — — — — — — — — — — AMORTIZATION OF IMR — — — — — — — — — — — — — — — — — LESS INVESTMENT EXPENSE — — — — — — — — — — — — — — — — — LESS INCOME LOST ON DEFAULTS — — — — — — — — — — — — — — — — — TOTAL INCOME — 71,465 66,684 63,492 60,952 58,740 56,689 54,713 52,215 49,249 46,332 43,429 40,371 37,200 33,950 30,706 27,348 NET SURRENDERS — 90,344 68,121 57,560 53,236 50,597 48,782 47,954 52,993 57,462 55,765 53,866 55,608 54,564 54,614 54,976 53,288 HEALTH BENEFITS — — — — — — — — — — — — — — — — — DIRECT DEATH BENEFITS — — — — — — — — — — — — — — — — — REINSURANCE DEATH BENEFITS — — — — — — — — — — — — — — — — — ACQUISITION EXPENSES — — — — — — — — — — — — — — — — — OTHER EXPENSES — 664 607 568 535 507 481 458 428 396 368 341 313 286 258 233 207 NET COMMISSIONS — — — — — — — — — — — — — — — — — COST OF FINANCING — — — — — — — — — — — — — — — — — INCREASE IN LOADING — — — — — — — — — — — — — — — — — INCREASE IN RESERVES — (44,217 ) (25,419 ) (17,265 ) (14,851 ) (13,875 ) (13,593 ) (14,222 ) (20,951 ) (27,352 ) (27,567) (27,551) (31,213) (32,162) (34,220) (36,540) (36,881) INCR IN RESERVE FINANCING LIABILITY — — — — — — — — — — — — — — — — — TOTAL DISBURSEMENTS — 46,790 43,309 40,863 38,919 37,229 35,670 34,190 32,470 30,505 28,567 26,656 24,708 22,687 20,653 18,669 16,614 STATUTORY GAIN — 24,675 23,374 22,630 22,032 21,511 21,019 20,523 19,746 18,744 17,765 16,774 15,663 14,512 13,298 12,037 10,734 CAPITAL GAINS — — — — — — — — — — — — — — — — — GAIN ON CALLS AND ROLLOVER — — — — — — — — — — — — — — — — — LESS DEFAULT LOSSES — — — — — — — — — — — — — — — — — LESS IMR CAPITALIZATION — — — — — — — — — — — — — — — — — BOOK PROFIT — 24,675 23,374 22,630 22,032 21,511 21,019 20,523 19,746 18,744 17,765 16,774 15,663 14,512 13,298 12,037 10,734 INCREASE IN SURPLUS — — — — — — — — — — — — — — — — — FEDERAL INCOME TAX — 9,486 8,869 8,476 8,148 7,858 7,585 7,316 6,944 6,494 6,063 5,677 5,292 4,891 4,466 4,029 3,575 PROFITS RELEASED — 15,189 14,505 14,154 13,884 13,653 13,434 13,207 12,802 12,249 11,701 11,096 10,371 9,621 8,831 8,008 7,159 STATUTORY RESERVE (GA) (Canada=GAAP) 700,500 656,283 630,863 613,598 598,747 584,872 571,278 557,056 536,105 508,753 481,187 453,636 422,422 390,260 356,040 319,500 282,619 RESERVE FINANCING — — — — — — — — — — — — — — — — — TOTAL LIABILITY (GA) 700,500 656,283 630,863 613,598 598,747 584,872 571,278 557,056 536,105 508,753 481,187 453,636 422,422 390,260 356,040 319,500 282,619 SEPARATE ACCOUNT LIABILITY — — — — — — — — — — — — — — — — — TAX RESERVE (GA) 700,500 653,855 626,470 607,618 591,518 576,703 562,458 547,857 526,813 499,649 472,523 445,525 414,854 383,230 349,547 313,533 277,172 INTEREST MAINTENANCE RESERVE — — — — - — — — — — — — — — — — — POLICIES IN FORCE (UNSCALED) — — — — — — — — — — — — — — — — — INSURANCE IN FORCE (NET) — — — — — — — — — — — — — — — — — CASH VALUE IN FORCE — — — — — — — — — — — — — — — — — ECONOMIC RESERVE (Canada=GAAP) — — — — — — — — — — — — — — — — — EXCESS RESERVE (STAT LESS ECON) — — — — — — — — — — — — — — — — — EXCESS RESERVE (STAT less ECON Floored at Zero) — — — — — — — — — — — — — — — — — GROSS DEFERRED PREMIUMS — — — — — — — — — — — — — — — — — NET DEFERRED PREMIUMS — — — — — — — — — — — — — — — — — PV AT 9.00% PROFITS RELEASED — 13,935 26,144 37,073 46,909 55,782 63,793 71,017 77,442 83,082 88,025 92,325 96,013 99,151 101,794 103,992 105,795 PV AT 11.00% PROFITS RELEASED — 13,684 25,456 35,806 44,952 53,054 60,236 66,598 72,153 76,942 81,063 84,583 87,548 90,025 92,074 93,748 95,096 PV AT 13.00% PROFITS RELEASED — 13,442 24,801 34,611 43,126 50,536 56,989 62,603 67,418 71,496 74,943 77,836 80,229 82,193 83,789 85,069 86,082 PV AT 9.00% BOOK PROFITS 9.0 % 22,637 42,311 59,785 75,394 89,374 101,907 113,134 123,043 131,674 139,178 145,678 151,247 155,980 159,960 163,264 165,968 PV AT 11.00% BOOK PROFITS 11.0 % 22,229 41,201 57,747 72,261 85,026 96,264 106,149 114,717 122,044 128,301 133,623 138,100 141,837 144,922 147,438 149,459 PV AT 13.00% BOOK PROFITS 13.0 % 21,836 40,142 55,825 69,338 81,013 91,109 99,832 107,260 113,499 118,733 123,106 126,719 129,682 132,085 134,009 135,528 PV AT 9.00% FEDERAL INCOME TAX 9.0 % 8,703 16,167 22,712 28,485 33,592 38,114 42,116 45,601 48,591 51,152 53,353 55,234 56,829 58,166 59,272 60,172 PV AT 11.00% FEDERAL INCOME TAX 11.0 % 8,546 15,744 21,941 27,309 31,972 36,027 39,551 42,564 45,103 47,238 49,040 50,552 51,812 52,848 53,690 54,363 PV AT 13.00% FEDERAL INCOME TAX 13.0 % 8,394 15,340 21,214 26,212 30,477 34,120 37,230 39,841 42,003 43,790 45,270 46,490 47,489 48,296 48,940 49,446 Tax Reserve before unamort DAC 700,500 656,283 630,863 613,598 598,747 584,872 571,278 557,056 536,105 508,753 481,187 453,636 422,422 390,260 356,040 319,500 282,619 GAAP Benefit Reserve 401,179 379,142 356,964 337,529 319,162 301,416 283,969 266,678 248,146 229,075 210,605 192,085 173,185 154,195 135,032 116,093 96,831 GAAP Expense Reserve — — — — — — — — — — — — — — — — — Miscellaneous Primerica - Cost of Cap Calc Capital (Based on 300% RBC (i=5.70%)) 22,066 20,673 19,872 19,328 18,861 18,423 17,995 17,547 16,887 16,026 15,157 14,290 13,306 12,293 11,215 10,064 8,903 Capital: After-Tax int less change (i=5.70%) 2,210 1,567 1,280 1,184 1,136 1,111 1,115 1,310 1,487 1,462 1,429 1,513 1,506 1,533 1,567 1,535 PRE-TAX BOOK PROFIT 24,675 23,374 22,630 22,032 21,511 21,019 20,523 19,746 18,744 17,765 16,774 15,663 14,512 13,298 12,037 10,734 FEDERAL INCOME TAX (9,486 ) (8,869 ) (8,476 ) (8,148 ) (7,858 ) (7,585 ) (7,316 ) (6,944 ) (6,494 ) (6,063) (5,677) (5,292) (4,891) (4,466) (4,029) (3,575) Profit After-Tax, After Cost of Capital 17,399 16,072 15,434 15,068 14,789 14,545 14,322 14,112 13,737 13,164 12,526 11,884 11,127 10,365 9,575 8,694 PVʼs-Miscellaneous Primeric 9.00 % 11.00 % 13.00 % 15.00 % 20.00 % 16.00 % PV PRE-TAX BOOK PROFIT 176,964 157,014 140,774 127,354 102,365 121,496 PV FEDERAL INCOME TAX (63,782 ) (56,843 ) (51,168 ) (46,458 ) (37,626 ) (44,395 ) PV Capital: After-Tax int less change (i=5.70%) less Init Cap (8,342 ) (10,189 ) (11,631 ) (12,778 ) (14,799 ) (13,266 ) PV After-Tax. After Cost of Capital 104,840 89,981 77,974 68,118 49,940 63,835 C-8 Milliman 017CIG01\15\0906 Puck(Rev) @06/30/09 - Sens: 7-Year Recapture and PLIC Inforce External Res Financing@28.9% (Preliminary) 10/21/09 From PUCK0906B.XLS Line of Business Projection 03:55 PM Existing Business at 06/30/2009 (000's) 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 Miscellaneous Primerica GROSS PREMIUMS 9,115 8,016 6,987 6,278 5,763 5,491 5,067 4,624 4,235 3,722 3,224 2,772 2,345 — REINSURANCE PREMIUMS (NET OF ALLOWANCES) — — — — — — — — — — — — — — GROSS INVESTMENT INCOME PLUS FEE INCOME 14,901 12,838 10,774 8,755 7,392 6,832 6,495 6,173 5,771 5,120 4,368 3,734 3,183 2,445 ACCRUAL OF DISCOUNT — — — — — — — — — — — — — — AMORTIZATION OF IMR — — — — — — — — — — — — — — LESS INVESTMENT EXPENSE — — — — — — — — — — — — — — LESS INCOME LOST ON DEFAULTS — — — — — — — — — — — — — — TOTAL INCOME 24,016 20,854 17,761 15,033 13,156 12,323 11,562 10,797 10,006 8,842 7,592 6,507 5,528 2,445 NET SURRENDERS 51,324 48,782 47,632 43,853 21,574 13,171 12,525 11,701 14,429 19,403 16,827 13,880 12,687 17,399 HEALTH BENEFITS — — — — — — — — — — — — — — DIRECT DEATH BENEFITS — — — — — — — — — — — — — — REINSURANCE DEATH BENEFITS — — — — — — — — — — — — — — ACQUISITION EXPENSES — — — — — — — — — — — — — — OTHER EXPENSES 182 160 140 126 115 110 101 92 85 74 64 55 47 — NET COMMISSIONS — — — — — — — — — — — — — — COST OF FINANCING — — — — — — — — — — — — — — INCREASE IN LOADING — — — — — — — — — — — — — — INCREASE IN RESERVES (36,930 ) (36,289 ) (36,962 ) (34,784 ) (13,894 ) (6,032 ) (5,847 ) (5,505 ) (8,670 ) (14,237 ) (12,374 ) (10,063 ) (9,436 ) (16,098 ) INCR IN RESERVE FINANCING LIABILITY — — — — — — — — — — — — — — TOTAL DISBURSEMENTS 14,577 12,654 10,809 9,195 7,796 7,249 6,779 6,289 5,844 5,241 4,518 3,872 3,298 1,301 STATUTORY GAIN 9,440 8,200 6,952 5,838 5,360 5,074 4,783 4,509 4,161 3,601 3,074 2,635 2,230 1,144 CAPITAL GAINS — — — — — — — — — — — — — — GAIN ON CALLS AND ROLLOVER — — — — — — — — — — — — — — LESS DEFAULT LOSSES — — — — — — — — — — — — — — LESS IMR CAPITALIZATION — — — — — — — — — — — — — — BOOK PROFIT 9,440 8,200 6,952 5,838 5,360 5,074 4,783 4,509 4,161 3,601 3,074 2,635 2,230 1,144 INCREASE IN SURPLUS — — — — — — — — — — — — — — FEDERAL INCOME TAX 3,125 2,698 2,269 1,894 1,744 1,665 1,578 1,494 1,383 1,192 1,011 860 720 292 PROFITS RELEASED 6,315 5,502 4,683 3,945 3,616 3,409 3,205 3,015 2,778 2,409 2,063 1,775 1,510 852 STATUTORY RESERVE (GA) (Canada=GAAP) 245,690 209,401 172,439 137,655 123,761 117,729 111,882 106,377 97,708 83,471 71,097 61,034 51,598 35,500 RESERVE FINANCING — — — — — — — — — — — — — — TOTAL LIABILITY (GA) 245,690 209,401 172,439 137,655 123,761 117,729 111,882 106,377 97,708 83,471 71,097 61,034 51,598 35,500 SEPARATE ACCOUNT LIABILITY — — — — — — — — — — — — — — TAX RESERVE (GA) 240,754 204,956 168,463 134,108 120,591 114,875 109,302 104,038 95,579 81,538 69,349 59,464 50,200 34,413 INTEREST MAINTENANCE RESERVE — — — — — — — — — — — — — — POLICIES IN FORCE (UNSCALED) — — — — — — — — — — — — — — INSURANCE IN FORCE (NET) — — — — — — — — — — — — — — CASH VALUE IN FORCE — — — — — — — — — — — — — — ECONOMIC RESERVE (Canada=GAAP) — — — — — — — — — — — — — — EXCESS RESERVE (STAT LESS ECON) — — — — — — — — — — — — — — EXCESS RESERVE (STAT less ECON Floored at Zero) — — — — — — — — — — — — — — GROSS DEFERRED PREMIUMS — — — — — — — — — — — — — — NET DEFERRED PREMIUMS — — — — — — — — — — — — — — PV AT 9.00% PROFITS RELEASED 107,254 108,421 109,332 110,035 110,627 111,139 111,581 111,962 112,284 112,540 112,742 112,901 113,025 113,089 PV AT 11.00% PROFITS RELEASED 96,167 97,008 97,653 98,142 98,546 98,889 99,180 99,426 99,631 99,790 99,914 100,009 100,082 100,120 PV AT 13.00% PROFITS RELEASED 86,873 87,482 87,942 88,284 88,562 88,793 88,986 89,147 89,277 89,378 89,454 89,512 89,555 89,577 PV AT 9.00% BOOK PROFITS 168,149 169,887 171,239 172,281 173,159 173,921 174,580 175,149 175,632 176,015 176,315 176,551 176,734 176,821 PV AT 11.00% BOOK PROFITS 151,060 152,313 153,271 153,995 154,594 155,104 155,538 155,907 156,213 156,452 156,635 156,777 156,885 156,935 PV AT 13.00% BOOK PROFITS 136,710 137,619 138,300 138,807 139,219 139,564 139,851 140,091 140,287 140,437 140,551 140,637 140,701 140,730 PV AT 9.00% FEDERAL INCOME TAX 60,895 61,467 61,908 62,246 62,531 62,781 62,999 63,188 63,348 63,475 63,573 63,650 63,710 63,732 PV AT 11.00% FEDERAL INCOME TAX 54,893 55,306 55,618 55,853 56,048 56,215 56,358 56,480 56,582 56,661 56,722 56,768 56,803 56,816 PV AT 13.00% FEDERAL INCOME TAX 49,837 50,136 50,359 50,523 50,657 50,770 50,865 50,945 51,010 51,059 51,097 51,125 51,146 51,153 Tax Reserve before unamort DAC 245,690 209,401 172,439 137,655 123,761 117,729 111,882 106,377 97,708 83,471 71,097 61,034 51,598 35,500 GAAP Benefit Reserve 77,437 58,284 39,104 20,753 19,002 18,180 16,880 15,521 14,270 12,545 10,856 9,307 7,828 — GAAP Expense Reserve — — — — — — — — — — — — — — Miscellaneous Primerica - Cost of Cap Calc Capital (Based on 300% RBC (i=5.70%)) 7,739 6,596 5,432 4,336 3,898 3,708 3,524 3,351 3,078 2,629 2,240 1,923 1,625 1,118 Capital: After-Tax int less change (i=5.70%) 1,493 1,430 1,409 1,297 598 334 322 304 397 562 487 400 368 567 PRE-TAX BOOK PROFIT 9,440 8,200 6,952 5,838 5,360 5,074 4,783 4,509 4,161 3,601 3,074 2,635 2,230 1,144 FEDERAL INCOME TAX (3,125 ) (2,698 ) (2,269 ) (1,894 ) (1,744 ) (1,665 ) (1,578 ) (1,494 ) (1,383 ) (1,192 ) (1,011 ) (860 ) (720 ) (292 ) Profit After-Tax, After Cost of Capital 7,808 6,932 6,092 5,242 4,214 3,743 3,526 3,319 3,176 2,972 2,550 2,175 1,878 1,420 PV’s -- Miscellaneous Primerica PV PRE-TAX BOOK PROFIT PV FEDERAL INCOME TAX PV Capital: After-Tax int less change (i=5.70%) less Init Cap PV After-Tax, After Cost of Capital C-9 Milliman 017CIG01\15\0906 Puck(Rev) @06/30/09 - Sens: 7-Year Recapture and PLIC In Force External ] 10/21/09 From PUCK0906B.XLS Line of Business Projection - Present Value of Components of Profi 03:55 PM As of June 30, 2009 Existing Business at 06/30/2009 (000ʼs) 9.00% 11.00% 13.00% 15.00% Miscellaneous Primerica GROSS PREMIUMS 205,303 183,840 166,207 151,509 REINSURANCE PREMIUMS (NET OF ALLOWANCES) — — — — GROSS INVESTMENT INCOME PLUS FEE INCOME 275,157 244,194 218,960 198,091 ACCRUAL OF DISCOUNT — — — — AMORTIZATION OF IMR — — — — LESS INVESTMENT EXPENSE — — — — LESS INCOME LOST ON DEFAULTS — — — — TOTAL INCOME 480,460 428,034 385,168 349,600 NET SURRENDERS 549,747 480,096 425,140 380,986 HEALTH BENEFITS — — — — DIRECT DEATH BENEFITS — — — — REINSURANCE DEATH BENEFITS — — — — ACQUISITION EXPENSES — — — — OTHER EXPENSES 4,106 3,677 3,324 3,030 NET COMMISSIONS — — — — COST OF FINANCING — — — — INCREASE IN LOADING — — — — INCREASE IN RESERVES (250,357 ) (212,752 ) (184,070 ) (161,770 ) INCR IN RESERVE FINANCING LIABILITY — — — — TOTAL DISBURSEMENTS 303,496 271,021 244,394 222,246 STATUTORY GAIN 176,964 157,014 140,774 127,354 CAPITAL GAINS — — — — GAIN ON CALLS AND ROLLOVER — — — — LESS DEFAULT LOSSES — — — — LESS IMR CAPITALIZATION — — — — BOOK PROFIT 176,964 157,014 140,774 127,354 INCREASE IN SURPLUS — — — — FEDERAL INCOME TAX 63,782 56,843 51,168 46,458 PROFITS RELEASED 113,182 100,171 89,605 80,896 C-10 Milliman 017CIG0l\15\0906 Puck(Rev) @06/30/09 - Sens: 7-Year Recapture and PLIC Inforce External Res Financing@28.9% (Preliminary) 10/21/09 From PUCK0906B.XLS Line of Business Projection 3:55 PM Existing Business at 06/30/2009 (000's)2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Total Existing Business - Primerica GROSS PREMIUMS — 1,663,328 1,568,852 1,503,569 1,454,853 1,415,711 1,380,683 1,348,863 1,287,638 1,211,314 1,148,920 1,079,415 1,003,285 927,321 851,874 783,556 714,671 REINSURANCE PREMIUMS (NET OF ALLOWANCES — (526,264 ) (544,816 ) (565,316 ) (587,946 ) (612,207 ) (631,303 ) (648,656 ) (643,315 ) (633,854 ) (625,817 ) (612,076 ) (589,509 ) (561,293 ) (526,112 ) (481,502 ) (429,772 ) GROSS INVESTMENT INCOME PLUS FEE INCOME — 193,290 202,074 198,787 194,442 193,171 190,518 186,234 179,884 170,874 159,775 147,085 132,294 115,220 97,579 79,683 60,936 ACCRUAL OF DISCOUNT — — — — — — — — — — — — — — — — — AMORTIZATION OF IMR — — — — — — — — — — — — — — — — — LESS INVESTMENT EXPENSE — — — — — — — — — — — — — — — — — LESS INCOME LOST ON DEFAULTS — — — — — — — — — — — — — — — — — TOTAL INCOME — 1,330,354 1,226,110 1,137,040 1,061,349 996,675 939,897 886,441 824,207 748,334 682,878 614,423 546,070 481,248 423,342 381,737 345,834 NET SURRENDERS — 85,105 63,709 53,893 50,006 47,650 45,989 45,209 50,315 54,784 53,031 51,385 53,325 52,366 52,488 52,920 51,369 HEALTH BENEFITS — — — — — — — — — — — — — — — — — DIRECT DEATH BENEFITS — 831,597 826,626 839,169 855,851 873,335 890,506 904,893 901,233 878,524 852,907 827,141 790,427 750,598 704,271 649,460 593,955 REINSURANCE DEATH BENEFITS — (458,433 ) (466,485 ) (483,849 ) (503,132 ) (523,319 ) (542,605 ) (559,349 ) (562,619 ) (551,116 ) (535,473 ) (520,776 ) (501,809 ) (480,342 ) (453,560 ) (418,507 ) (379,260 ) ACQUISITION EXPENSES — 3,116 2,433 1,974 1,841 1,783 1,623 1,776 610 767 813 147 162 154 134 139 81 OTHER EXPENSES — 112,008 104,216 98,981 94,770 91,070 87,776 84,754 80,708 75,783 71,356 67,046 62,236 57,483 52,743 47,896 43,217 NET COMMISSIONS — 68,707 42,046 36,286 34,007 32,488 30,971 29,970 15,697 13,485 12,853 4,200 2,219 2,248 2,016 2,001 1,302 COST OF FINANCING — 30,465 30,465 30,465 30,052 27,101 23,980 20,987 17,998 15,018 12,146 9,485 6,823 4,057 1,538 — — INCREASE IN LOADING — (762 ) (568 ) (134 ) (302 ) 1,107 660 569 (542 ) (1,186 ) 1,596 (141 ) (667 ) (651 ) (1,170 ) 2,361 130 INCREASE IN RESERVES — 188,881 (26,440 ) (61,131 ) (94,864 ) (128,523 ) (153,755 ) (193,328 ) (232,939 ) (273,532 ) (298,679 ) (334,835 ) (382,062 ) (387,592 ) (366,494 ) (332,328 ) (269,452 ) INCR IN RESERVE FINANCING LIABILITY — (13,756 ) (1,733 ) 13,762 98,354 104,030 99,785 99,632 99,339 95,736 88,690 88,718 92,201 83,979 51,263 — — TOTAL DISBURSEMENTS — 846,929 574,269 529,416 566,585 526,723 484,930 435,112 369,799 308,264 259,239 192,368 122,856 82,301 43,229 3,943 41,342 STATUTORY GAIN — 483,425 651,841 607,624 494,764 469,952 454,967 451,329 454,409 440,070 423,639 422,055 423,215 398,946 380,113 377,794 304,492 CAPITAL GAINS — — — — — — — — — — — — — — — — — GAIN ON CALLS AND ROLLOVER — — — — — — — — — — — — — — — — — LESS DEFAULT LOSSES — — — — — — — — — — — — — — — — — LESS IMR CAPITALIZATION — — — — — — — — — — — — — — — — — BOOK PROFIT — 483,425 651,841 607,624 494,764 469,952 454,967 451,329 454,409 440,070 423,639 422,055 423,215 398,946 380,113 377,794 304,492 INCREASE IN SURPLUS — — — — — — — — — — — — — — — — — FEDERAL INCOME TAX — 226,783 212,895 199,898 189,332 182,016 174,833 173,436 174,278 168,303 160,950 162,252 165,844 154,677 137,061 118,738 93,671 PROFITS RELEASED — 256,642 438,946 407,726 305,433 287,936 280,135 277,893 280,131 271,767 262,689 259,804 257,371 244,270 243,052 259,056 210,821 STATUTORY RESERVE (GA) (Canada=GAAP) 4,170,489 4,359,370 4,332,930 4,271,799 4,176,934 4,048,411 3,894,656 3,701,328 3,468,389 3,194,857 2,896,178 2,561,342 2,179,281 1,791,689 1,425,194 1,092,867 823,415 RESERVE FINANCING (1,000,000 ) (1,013,756 ) (1,015,489 ) (1,001,727 ) (903,373 ) (799,343 ) (699,558 ) (599,926 ) (500,587 ) (404,851 ) (316,161 ) (227,443 ) (135,242 ) (51,263 ) — — — TOTAL LIABILITY (GA) 3,158,800 3,334,650 3,306,817 3,259,513 3,262,271 3,236,847 3,181,286 3,085,668 2,952,683 2,775,333 2,566,079 2,320,754 2,031,668 1,728,848 1,413,879 1,081,932 813,160 SEPARATE ACCOUNT LIABILITY — — — — — — — — — — — — — — — — — TAX RESERVE (GA) 3,268,543 3,279,868 3,295,605 3,284,787 3,241,361 3,165,844 3,065,728 2,925,908 2,749,395 2,531,249 2,285,778 1,998,931 1,659,220 1,313,413 986,955 693,550 461,638 INTEREST MAINTENANCE RESERVE — — — — — — — — — — — — — — — — — POLICIES IN FORCE (UNSCALED) 1,978,221 1,752,155 1,594,900 1,472,724 1,365,506 1,268,463 1,182,547 1,102,618 1,005,547 916,075 836,542 758,807 680,313 608,289 538,887 470,013 408,183 INSURANCE IN FORCE (NET)158,301,613 141,946,950 128,302,382 117,115,355 107,059,992 97,496,176 90,665,821 84,487,337 77,314,381 71,044,898 65,423,431 59,500,262 52,943,171 46,596,131 40,772,538 35,099,645 30,428,279 CASH VALUE IN FORCE 4,931 4,020 3,742 5,164 6,560 7,720 7,950 7,939 7,188 5,714 4,607 3,918 3,313 2,670 1,327 (130 ) (1,055 ) ECONOMIC RESERVE (Canada=GAAP) (1,169,667 ) (724,336 ) (320,909 ) 23,799 314,929 559,200 768,373 935,398 1,053,816 1,128,361 1,163,020 1,167,290 1,142,036 1,089,372 1,017,069 932,326 844,852 EXCESS RESERVE (STAT LESS ECON) 3,639,656 3,413,668 3,007,487 2,632,674 2,359,886 2,104,996 1,855,446 1,608,947 1,377,880 1,152,892 935,810 712,974 479,580 260,794 52,085 (158,960 ) (304,056 ) EXCESS RESERVE (STAT less ECON Floored at Zero) 2,641,038 2,847,286 2,828,290 2,632,674 2,359,886 2,104,996 1,855,446 1,608,947 1,377,880 1,152,892 935,810 712,974 479,580 260,794 52,085 (158,960 ) (304,056 ) GROSS DEFERRED PREMIUMS 16,793 15,305 14,397 14,198 14,628 16,666 18,916 21,406 20,249 18,618 19,478 18,545 17,103 15,660 14,227 16,208 15,658 NET DEFERRED PREMIUMS 11,690 10,964 10,624 10,559 11,291 12,221 13,812 15,733 15,118 14,673 13,937 13,146 12,370 11,579 11,316 10,935 10,255 PV AT 9.00% PROFITS RELEASED — 235,451 604,904 919,743 1,136,119 1,323,257 1,490,292 1,642,310 1,782,898 1,908,027 2,018,990 2,119,672 2,211,176 2,290,852 2,363,584 2,434,705 2,487,805 PV AT 11.00% PROFITS RELEASED — 231,209 587,468 885,593 1,086,791 1,257,667 1,407,438 1,541,288 1,662,844 1,769,085 1,861,600 1,944,031 2,017,598 2,080,501 2,136,888 2,191,032 2,230,728 PV AT 13.00% PROFITS RELEASED — 227,117 570,876 853,451 1,040,778 1,197,058 1,331,612 1,449,733 1,555,107 1,645,574 1,722,960 1,790,690 1,850,067 1,899,938 1,943,852 1,985,272 2,015,103 PV AT 9.00% BOOK PROFITS 9.0 % 443,509 992,151 1,461,348 1,811,851 2,117,288 2,388,570 2,635,462 2,863,515 3,066,135 3,245,085 3,408,645 3,559,113 3,689,241 3,802,988 3,906,707 3,983,399 PV AT 11.00% BOOK PROFITS 11.0 % 435,518 964,567 1,408,856 1,734,773 2,013,666 2,256,910 2,474,297 2,671,477 2,843,511 2,992,710 3,126,621 3,247,593 3,350,328 3,438,512 3,517,473 3,574,806 PV AT 13.00% BOOK PROFITS 13.0 % 427,809 938,297 1,359,411 1,662,859 1,917,930 2,136,459 2,328,301 2,499,232 2,645,724 2,770,523 2,880,552 2,978,190 3,059,641 3,128,319 3,188,724 3,231,809 PV AT 9.00% FEDERAL INCOME TAX 9.0 % 208,058 387,247 541,605 675,733 794,030 898,277 993,153 1,080,617 1,158,108 1,226,095 1,288,973 1,347,936 1,398,389 1,439,404 1,472,002 1,495,595 PV AT 11.00% FEDERAL INCOME TAX 11.0 % 204,309 377,099 523,263 647,982 755,999 849,472 933,009 1,008,632 1,074,426 1,131,110 1,182,590 1,229,995 1,269,827 1,301,624 1,326,441 1,344,078 PV AT 13.00% FEDERAL INCOME TAX 13.0 % 200,693 367,421 505,960 622,081 720,872 804,847 878,568 944,124 1,000,150 1,047,564 1,089,862 1,128,124 1,159,703 1,184,467 1,203,452 1,216,706 Tax Reserve before unamort DAC 3,268,543 3,397,071 3,509,892 3,579,527 3,601,690 3,577,890 3,516,694 3,403,447 3,240,220 3,020,339 2,759,111 2,449,469 2,085,973 1,715,481 1,363,658 1,044,706 787,833 Capital (Based on 300% RBC (i=5.70%)) 437,136 418,201 394,906 375,389 357,081 338,860 323,396 307,701 287,637 266,514 246,302 224,221 199,457 174,730 151,246 129,310 110,454 Capital: After-Tax int less change (i=5.70%) 35,131 38,790 34,148 32,216 31,451 28,019 27,676 31,465 31,780 30,086 31,207 33,072 32,117 29,957 27,540 23,647 PV's -- Total Existing Business - Primerica 9.00 % 11.00 % 13.00 % 15.00% 20.00 % PV PRE-TAX BOOK PROFIT 4,213,738 3,733,770 3,342,854 3,019,808 2,418,748 PV FEDERAL INCOME TAX (1,561,464 ) (1,389,651 ) (1,248,620 ) (1,131,324 ) (911,330 ) PV Capital: After-Tax int less change (i=5.70%) less Init Cap (149,320 ) (184,563 ) (212,863 ) (235,946 ) (278,077 ) PV After-Tax, After Cost of Capital 2,502,955 2,159,557 1,881,372 1,652,538 1,229,342 C-10 Milliman 017CIG01\15\0906 From PUCK0906B.XLS Puck(Rev) @06/30/09 - Sens: 7-Year Recapture and PLIC Inforce External Res Financing@28.9% (Preliminary) Line of Business Projection 10/21/09 3:55 PM Existing Business at 06/30/2009 (000's)2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 Total Existing Business - Primerica 649,496 590,069 534,262 495,116 460,955 437,747 406,064 373,430 344,378 309,028 274,257 241,929 211,019 167,698 GROSS PREMIUMS REINSURANCE PREMIUMS (NET OF ALLOWANCES) (375,317 ) (334,015 ) (284,308 ) (245,132 ) (241,065 ) (235,611 ) (230,966 ) (225,874 ) (197,590 ) (164,572 ) (136,893 ) (117,511 ) (96,795 ) (56,345 ) GROSS INVESTMENT INCOME PLUS FEE INCOME 45,907 33,570 23,233 16,308 12,332 10,217 8,268 6,110 4,561 4,376 4,471 4,130 3,650 3,780 ACCRUAL OF DISCOUNT — — — — — — — — — — — — — — AMORTIZATION OF IMR — — — — — — — — — — — — — — LESS INVESTMENT EXPENSE — — — — — — — — — — — — — — LESS INCOME LOST ON DEFAULTS — — — — — — — — — — — — — — TOTAL INCOME 320,086 289,624 273,187 266,292 232,222 212,353 183,366 153,667 151,349 148,832 141,835 128,547 117,874 115,133 NET SURRENDERS 49,486 46,906 45,715 41,943 19,798 11,491 10,968 10,313 13,185 18,284 15,823 12,988 11,909 14,743 HEALTH BENEFITS — — — — — — — — — — — — — — DIRECT DEATH BENEFITS 537,953 482,493 424,248 369,732 331,273 315,046 300,856 287,913 264,567 225,017 191,147 164,043 138,668 110,937 REINSURANCE DEATH BENEFITS (337,628 ) (297,687 ) (257,737 ) (218,587 ) (193,068 ) (187,035 ) (182,604 ) (179,364 ) (166,531 ) (138,791 ) (115,006 ) (97,355 ) (82,414 ) (73,812 ) ACQUISITION EXPENSES 77 155 155 132 14 6 6 4 20 28 21 14 8 2 OTHER EXPENSES 38,710 34,370 30,087 26,372 24,132 22,738 21,350 19,954 17,996 15,231 12,893 11,088 9,426 7,430 NET COMMISSIONS 1,145 2,284 2,327 1,897 393 94 83 55 285 430 338 229 130 36 COST OF FINANCING — — — — — — — — — — — — — — INCREASE IN LOADING (532 ) 965 (249 ) 1,424 515 278 (481 ) (1,010 ) 954 (359 ) (780 ) (833 ) (867 ) (4,428 ) INCREASE IN RESERVES (218,608 ) (190,978 ) (133,027 ) (73,058 ) (37,454 ) (25,756 ) (31,630 ) (32,964 ) (7,191 ) (3,101 ) (7,580 ) (11,044 ) (6,573 ) (1,518 ) INCR IN RESERVE FINANCING LIABILITY — — — — — — — — — — — — — — TOTAL DISBURSEMENTS 70,602 78,508 111,519 149,854 145,602 136,862 118,547 104,899 123,286 116,739 96,855 79,128 70,286 53,391 STATUTORY GAIN 249,483 211,116 161,668 116,438 86,619 75,492 64,819 48,768 28,063 32,094 44,980 49,419 47,588 61,743 CAPITAL GAINS — — — — — — — — — — — — — — GAIN ON CALLS AND ROLLOVER — — — — — — — — — — — — — — LESS DEFAULT LOSSES — — — — — — — — — — — — — — LESS IMR CAPITALIZATION — — — — — — — — — — — — — — BOOK PROFIT 249,483 211,116 161,668 116,438 86,619 75,492 64,819 48,768 28,063 32,094 44,980 49,419 47,588 61,743 INCREASE IN SURPLUS — — — — — — — — — — — — — — FEDERAL INCOME TAX 75,571 62,969 47,112 32,612 22,913 20,114 16,991 11,825 5,293 6,990 11,672 13,326 12,865 18,574 PROFITS RELEASED 173,913 148,148 114,556 83,826 63,706 55,378 47,827 36,943 22,770 25,104 33,308 36,092 34,723 43,168 STATUTORY RESERVE (GA) (Canada=GAAP) 604,807 413,829 280,802 207,744 170,289 144,533 112,903 79,939 72,747 69,646 62,067 51,022 44,450 42,932 RESERVE FINANCING — — — — — — — — — — — — — — TOTAL LIABILITY (GA) 595,189 405,024 271,852 197,685 159,346 132,828 102,856 71,393 64,646 62,366 55,748 45,780 40,302 42,932 SEPARATE ACCOUNT LIABILITY — — — — — — — — — — — — — — TAX RESERVE (GA) 277,235 118,277 12,167 (38,740 ) (55,925 ) (64,419 ) (78,120 ) (94,599 ) (88,405 ) (78,562 ) (73,549 ) (72,174 ) (66,820 ) (55,517 ) INTEREST MAINTENANCE RESERVE — — — — — — — — — — — — — — POLICIES IN FORCE (UNSCALED) 349,647 296,114 243,310 204,781 186,090 169,446 155,309 141,986 115,404 90,459 73,007 59,602 47,510 6,540 INSURANCE IN FORCE (NET)26,159,667 21,253,473 17,041,348 13,713,053 12,312,094 10,983,967 9,688,315 8,558,122 7,046,969 5,741,058 4,773,025 3,570,839 2,717,788 628,833 CASH VALUE IN FORCE (1,851 ) (2,519 ) (3,493 ) (4,343 ) (4,269 ) (3,446 ) (1,804 ) (486 ) (1,283 ) (2,262 ) (2,257 ) (2,017 ) (2,042 ) (681 ) ECONOMIC RESERVE (Canada=GAAP) 764,482 686,162 622,583 573,745 510,245 441,187 360,684 269,504 192,685 132,496 83,817 40,747 6,993 5,589 EXCESS RESERVE (STAT LESS ECON) (405,365 ) (481,734 ) (514,221 ) (503,656 ) (463,717 ) (414,384 ) (359,663 ) (295,942 ) (217,645 ) (146,321 ) (92,847 ) (50,759 ) (14,141 ) 1,843 EXCESS RESERVE (STAT less ECON Floored at Zero) (405,365 ) (481,734 ) (514,221 ) (503,656 ) (463,717 ) (414,384 ) (359,663 ) (295,942 ) (217,645 ) (146,321 ) (92,847 ) (50,759 ) (14,141 ) 1,843 GROSS DEFERRED PREMIUMS 14,489 14,641 14,537 17,070 18,470 19,509 17,371 14,859 15,369 14,189 12,447 10,537 8,576 — NET DEFERRED PREMIUMS 9,618 8,804 8,949 10,059 10,943 11,705 10,047 8,545 8,101 7,280 6,319 5,242 4,148 — PV AT 9.00% PROFITS RELEASED 2,527,991 2,559,398 2,581,678 2,596,635 2,607,063 2,615,380 2,621,970 2,626,640 2,629,280 2,631,951 2,635,202 2,638,434 2,641,287 2,644,541 PV AT 11.00% PROFITS RELEASED 2,260,229 2,282,869 2,298,641 2,309,038 2,316,157 2,321,732 2,326,069 2,329,088 2,330,764 2,332,429 2,334,419 2,336,361 2,338,045 2,339,930 PV AT 13.00% PROFITS RELEASED 2,036,880 2,053,296 2,064,530 2,071,805 2,076,697 2,080,461 2,083,338 2,085,304 2,086,376 2,087,423 2,088,652 2,089,830 2,090,833 2,091,936 PV AT 9.00% BOOK PROFITS 4,041,048 4,085,804 4,117,246 4,138,022 4,152,202 4,163,539 4,172,470 4,178,635 4,181,889 4,185,304 4,189,694 4,194,119 4,198,029 4,202,683 PV AT 11.00% BOOK PROFITS 3,617,127 3,649,390 3,671,648 3,686,090 3,695,769 3,703,369 3,709,247 3,713,232 3,715,298 3,717,426 3,720,113 3,722,773 3,725,080 3,727,778 PV AT 13.00% BOOK PROFITS 3,263,049 3,286,443 3,302,297 3,312,402 3,319,054 3,324,184 3,328,083 3,330,679 3,332,000 3,333,338 3,334,997 3,336,611 3,337,985 3,339,564 PV AT 9.00% FEDERAL INCOME TAX 1,513,057 1,526,406 1,535,569 1,541,388 1,545,139 1,548,159 1,550,500 1,551,995 1,552,609 1,553,353 1,554,492 1,555,685 1,556,742 1,558,142 PV AT 11.00% FEDERAL INCOME TAX 1,356,898 1,366,521 1,373,007 1,377,052 1,379,612 1,381,637 1,383,178 1,384,144 1,384,534 1,384,997 1,385,695 1,386,412 1,387,036 1,387,847 PV AT 13.00% FEDERAL INCOME TAX 1,226,169 1,233,146 1,237,767 1,240,597 1,242,356 1,243,723 1,244,745 1,245,375 1,245,624 1,245,915 1,246,346 1,246,781 1,247,153 1,247,627 Tax Reserve before unamort DAC 579,373 396,794 268,463 196,799 159,159 132,663 102,693 71,211 64,417 62,110 55,481 45,522 40,070 42,930 Capital (Based on 300% RBC (i=5.70%)) 93,895 77,825 64,497 55,229 50,226 46,344 41,889 37,533 33,358 29,141 25,364 21,435 18,143 12,404 Capital: After-Tax init less change (i=5.70%) 20,651 19,549 16,211 11,657 7,049 5,743 6,172 5,908 5,566 5,452 4,857 4,869 4,086 6,411 PV's — Total Existing Business - Primerica PV PRE-TAX BOOK PROFIT PV FEDERAL INCOME TAX PV Capital. After-Tax int less change (i=5.70%) less Init Cap PV After-Tax, After Cost of Capital C-11 Milliman 017CIG01\15\0906 Puck(Rev) @06/30/09 - Sens: 7-Year Recapture and PLIC Inforce External ] 10/21/09 From PUCK0906B.XLS Line of Business Projection - Present Value of Components of Profi 03:55 PM As of June 30, 2009 Existing Business at 06/30/2009 (000's) 9.00% 11.00% 13.00% 15.00% Total Existing Business - Primerica GROSS PREMIUMS 11,822,025 10,461,943 9,364,254 8,463,159 REINSURANCE PREMIUMS (NET OF ALLOWANCE: (5,303,114 ) (4,612,265 ) (4,060,595 ) (3,612,999 ) GROSS INVESTMENT INCOME PLUS FEE INCOME 1,457,972 1,307,510 1,181,609 1,075,182 ACCRUAL OF DISCOUNT — — — — AMORTIZATION OF IMR — — — — LESS INVESTMENT EXPENSE — — — — LESS INCOME LOST ON DEFAULTS — — — — TOTAL INCOME 7,976,884 7,157,188 6,485,268 5,925,342 NET SURRENDERS 519,968 453,823 401,641 359,728 HEALTH BENEFITS — — — — DIRECT DEATH BENEFITS 7,583,117 6,616,861 5,844,767 5,217,606 REINSURANCE DEATH BENEFITS (4,566,484 ) (3,971,531 ) (3,496,426 ) (3,110,950 ) ACQUISITION EXPENSES 12,217 11,361 10,611 9,948 OTHER EXPENSES 751,685 668,724 601,168 545,298 NET COMMISSIONS 232,439 216,772 202,988 190,780 COST OF FINANCING 170,760 157,575 146,011 135,816 INCREASE IN LOADING (651 ) (575 ) (554 ) (559 ) INCREASE IN RESERVES (1,429,036 ) (1,153,506 ) (937,035 ) (765,268 ) INCR IN RESERVE FINANCING LIABILITY 489,130 423,915 369,242 323,135 TOTAL DISBURSEMENTS 3,763,146 3,423,418 3,142,414 2,905,534 STATUTORY GAIN 4,213,738 3,733,770 3,342,854 3,019,808 CAPITAL GAINS — — — — GAIN ON CALLS AND ROLLOVER — — — — LESS DEFAULT LOSSES — — — — LESS IMR CAPITALIZATION — — — — BOOK PROFIT 4,213,738 3,733,770 3,342,854 3,019,808 INCREASE IN SURPLUS — — — — FEDERAL INCOME TAX 1,561,464 1,389,651 1,248,620 1,131,324 PROFITS RELEASED 2,652,274 2,344,119 2,094,235 1,888,484 C-12 Milliman 017CIG0l\l5\0906 Puck(Rev) @06/30/09 - Baseline: Inforce External Res Financing@0.0% (Preliminary) 10/21/09 From PUCK0906B.XLS Line of Business Projection 06:01 PM Baseline Production Future Business - 10 Years of New Business (000)2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Primerica Term GROSS PREMIUMS — 87,735 226,780 356,449 484,083 612,872 745,819 885,055 1,031,793 1,187,309 1,353,073 1,349,534 1,248,360 1,175,432 1,117,425 1,068,917 1,028,408 REINSURANCE PREMIUMS (NET OF ALLOWANCES — (12,833 ) (33,639 ) (58,686 ) (87,461 ) (120,182 ) (156,975 ) (198,470 ) (245,011 ) (297,368 ) (356,622 ) (390,051 ) (413,992 ) (436,750 ) (460,565 ) (485,309 ) (508,567 ) GROSS INVESTMENT INCOME PLUS FEE INCOME — (5,516 ) (3,705 ) 696 7,717 17,213 28,912 42,778 58,698 76,509 96,053 128,786 148,451 164,340 176,062 183,553 186,785 ACCRUAL OF DISCOUNT — — — — — — — — — — — — — — — — — AMORTIZATION OF IMR — — — — — — — — — — — — — — — — — LESS INVESTMENT EXPENSE — — — — — — — — — — — — — — — — — LESS INCOME LOST ON DEFAULTS — — — — — — — — — — — — — — — — — TOTAL INCOME — 69,386 189,436 298,459 404,339 509,903 617,756 729,363 845,480 966,450 1,092,504 1,088,270 982,820 903,022 832,922 767,161 706,626 NET SURRENDERS — — — — — — — — — — — — — — — — — HEALTH BENEFITS — — — — — — — — — — — — — — — — — DIRECT DEATH BENEFITS — 15,777 41,650 68,111 98,212 132,184 170,233 212,807 260,267 313,188 372,516 405,658 423,028 445,834 469,131 493,074 520,544 REINSURANCE DEATH BENEFITS — (12,244 ) (33,130 ) (55,639 ) (81,686 ) (111,280 ) (144,548 ) (181,846 ) (223,507 ) (270,042 ) (322,279 ) (351,872 ) (366,496 ) (383,948 ) (401,057 ) (418,287 ) (435,210 ) ACQUISITION EXPENSES — 55,379 59,255 63,403 67,842 72,590 78,398 84,670 91,443 98,759 106,659 — — — — — — OTHER EXPENSES — 6,045 15,803 24,858 33,785 42,832 52,204 62,049 72,453 83,505 95,306 95,286 88,190 83,307 79,558 76,511 73,895 NET COMMISSIONS — 203,504 242,958 262,178 282,306 303,562 329,022 356,750 386,640 418,885 453,713 68,013 20,956 19,891 15,696 13,826 11,722 COST OF FINANCING — — — — — — — — — — — — — — — — — INCREASE IN LOADING — — — — — — — — — — — — — — — — — INCREASE IN RESERVES — 1,697 43,090 92,514 138,280 179,875 218,951 255,634 289,405 320,422 348,343 381,854 325,334 246,637 168,952 91,496 21,077 INCR IN RESERVE FINANCING LIABILITY — — — — — — — — — — — — — — — — — TOTAL DISBURSEMENTS — 270,157 369,625 455,427 538,738 619,763 704,260 790,062 876,701 964,716 1,054,259 598,940 491,012 409,811 332,280 256,620 192,028 STATUTORY GAIN — (200,771 ) (180,189 ) (156,967 ) (134,399 ) (109,860 ) (86,503 ) (60,699 ) (31,222 ) 1,734 38,245 489,330 491,808 493,210 500,642 510,542 514,598 CAPITAL GAINS — — — — — — — — — — — — — — — — — GAIN ON CALLS AND ROLLOVER — — — — — — — — — — — — — — — — — LESS DEFAULT LOSSES — — — — — — — — — — — — — — — — — LESS IMR CAPITALIZATION — — — — — — — — — — — — — — — — — BOOK PROFIT — (200,771 ) (180,189 (156,967 ) (134,399 ) (109,860 ) (86,503 ) (60,699 ) (31,222 ) 1,734 38,245 489,330 491,808 493,210 500,642 510,542 514,598 INCREASE IN SURPLUS — — — — — — — — — — — — — — — — — FEDERAL INCOME TAX — (56,264 ) (46,585 ) (38,604 ) (30,329 ) (21,014 ) (11,432 ) (859 ) 10,980 23,991 38,181 168,238 165,099 169,168 170,413 173,922 174,557 PROFITS RELEASED — (144,507 ) (133,604 ) (118,364 ) (104,070 ) (88,846 ) (75,072 ) (59,841 ) (42,202 ) (22,257 ) 64 321,093 326,710 326,042 330,229 336,620 340,041 STATUTORY RESERVE (GA) (Canada=GAAP) — 1,697 44,786 137,301 275,581 455,456 674,407 930,041 1,219,446 1,539,868 1,888,211 2,270,065 2,595,399 2,842,037 3,010,989 3,102,485 3,123,562 RESERVE FINANCING — — — — — — — — — — — — — — — — — TOTAL LIABILITY (GA) — 1,697 44,786 137,301 275,581 455,456 674,407 930,041 1,219,446 1,539,868 1,888,211 2,270,065 2,595,399 2,842,037 3,010,989 3,102,485 3,123,562 SEPARATE ACCOUNT LIABILITY — — — — — — — — — — — — — — — — — TAX RESERVE (GA) — (38,321 ) (42,320 ) 3,523 94,059 224,114 389,224 586,611 813,423 1,067,033 1,344,532 1,735,037 2,080,469 2,342,693 2,525,393 2,630,511 2,667,451 INTEREST MAINTENANCE RESERVE — — — — — — — — — — — — — — — — — POLICIES IN FORCE (UNSCALED) — 176,502 325,856 466,403 604,195 742,393 884,955 1,033,160 1,188,303 1,351,747 1,524,960 1,337,927 1,215,630 1,121,626 1,044,601 979,013 919,285 INSURANCE IN FORCE (NET) — 7,875,822 14,810,402 21,495,369 28,156,663 34,920,372 41,967,737 49,354,757 57,136,816 65,379,333 74,149,576 67,647,445 63,447,349 60,273,708 57,759,208 55,688,557 54,190,389 CASH VALUE IN FORCE — 2,122 6,058 9,816 13,515 17,232 21,034 24,984 29,116 33,461 38,062 38,384 35,136 32,497 30,274 28,332 26,591 ECONOMIC RESERVE (Canada=GAAP) — (281,506 ) (531,711 ) (739,215) (909,981) (1,048,685 ) (1,162,659 ) (1,254,918 ) (1,327,629 ) (1,382,654) (1,421,961 ) (857,313 ) (337,777 ) 110,002 494,479 821,306 1,095,873 EXCESS RESERVE (STAT LESS ECON) — 283,203 576,498 876,516 1,185,562 1,504,141 1,837,066 2,184,958 2,547,075 2,922,522 3,310,172 3,127,378 2,933,176 2,732,035 2,516,510 2,281,178 2,027,688 EXCESS RESERVE (STAT less ECON Floored at Zero) — 1,697 44,786 137,301 275,581 455,456 672,030 907,961 1,155,762 1,412,639 1,675,104 1,947,666 2,138,890 2,228,580 2,220,417 2,115,876 1,930,827 GROSS DEFERRED PREMIUMS — — — — — — — — — — — — — — — — — NET DEFERRED PREMIUMS — — — — — — — — — — — — — — — — — PV AT 9.00% PROFITS RELEASED — (132,576 ) (245,027 ) (336,426 ) (410,151 ) (467,895 ) (512,658 ) (545,393 ) (566,572) (576,820 ) (576,793 ) (452,359 ) (336,203 ) (229,855 ) (131,035 ) (38,620 ) 47,026 PV AT 11.00% PROFITS RELEASED — (130,187 ) (238,623 ) (325,169 ) (393,723 ) (446,449 ) (486,585 ) (515,408 ) (533,721) (542,421 ) (542,399 ) (440,522 ) (347,135 ) (263,174 ) (186,563 ) (116,208 ) (52,181 ) PV AT 13.00% PROFITS RELEASED — (127,883 ) (232,514 ) (314,546 ) (378,374 ) (426,596 ) (462,654 ) (488,090 ) (503,965) (511,374 ) (511,355 ) (427,647 ) (352,273 ) (285,707 ) (226,042 ) (172,220 ) (124,105 ) PV AT 9.00% BOOK PROFITS 9.0 % (184,194 ) (335,855 ) (457,063 ) (552,274 ) (623,675 ) (675,254 ) (708,459 ) (724,128) (723,330 ) (707,175 ) (517,543 ) (342,688 ) (181,814 ) (31,998 ) 108,165 237,776 PV AT 11.00% BOOK PROFITS 11.0 % (180,875 ) (327,120 ) (441,893 ) (530,426 ) (595,622 ) (641,871 ) (671,107 ) (684,655) (683,977 ) (670,508 ) (515,252 ) (374,673 ) (247,664 ) (131,518 ) (24,812 ) 72,083 PV AT 13.00% BOOK PROFITS 13.0 % (177,674 ) (318,788 ) (427,574 ) (510,003 ) (569,631 ) (611,180 ) (636,981 ) (648,725) (648,148 ) (636,882 ) (509,314 ) (395,851 ) (295,155 ) (204,701 ) (123,070 ) (50,256 ) PV AT 9.00% FEDERAL INCOME TAX 9.0 % (51,618 ) (90,828 ) (120,637 ) (142,123 ) (155,780 ) (162,597 ) (163,066 ) (157,556) (146,510 ) (130,382 ) (65,184 ) (6,486 ) 48,041 99,037 146,785 190,750 PV AT 11.00% FEDERAL INCOME TAX 11.0 % (50,688 ) (88,498 ) (116,724 ) (136,703 ) (149,174 ) (155,285 ) (155,699 ) (150,934) (141,556 ) (128,109 ) (74,730 ) (27,538 ) 15,510 55,045 91,396 124,263 PV AT 13.00% FEDERAL INCOME TAX 13.0 % (49,791 ) (86,274 ) (113,028 ) (131,629 ) (143,035 ) (148,526 ) (148,891 ) (144,761) (136,774 ) (125,527 ) (81,667 ) (43,578 ) (9,448 ) 21,341 49,150 73,849 Tax Reserve before unamort DAC — (31,946 ) (20,064 ) 49,217 169,606 335,025 540,314 782,112 1,057,024 1,361,905 1,693,356 2,127,455 2,499,508 2,775,614 2,962,021 3,062,769 3,089,346 Capital (Based on 300% RBC (i=5.70%)) — 15,239 ) 33,622 52,623 72,856 94,545 118,023 143,415 170,776 200,182 231,712 234,855 233,330 232,414 230,874 228,122 224,441 Capital: After-Tax int less change (i=5.70%) — (15,239 ) (17,819 ) (17,755 ) (18,283 ) (18,990 ) (19,975 ) (21,019 ) (22,048 ) (23,079 ) (24,114 ) 5,443 10,226 9,561 10,151 11,307 12,133 PV's -- Primerica Term 9.00 % 11.00 % 13.00 % 15.00 % 20.00 % PV PRE-TAX BOOK PROFIT 944,817 567,331 298,643 107,076 (164,290 ) PV FEDERAL INCOME TAX (426,686 ) (289,729 ) (190,537 ) (118,343 ) (11,491 ) PV Capital: After-Tax int less change (i=5.70%) less Init Cap (67,799 ) (73,755 ) (75,480 ) (74,795 ) (68,537 ) PV After-Tax, After Cost of Capital 450,332 203,847 32,626 (86,063 ) (244,318 ) C-13 Milliman 017CIG01\15\0906 Puck(Rev) @06/30/09 - Baseline: Inforce External Res Financing@0.0% (Preliminary) 10/21/09 From PUCK0906B.XLS Line of Business Projection 06:01 PM Baseline Production Future Business - 10 Years of New Business (000)2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 Primerica Term GROSS PREMIUMS 992,388 958,794 926,761 895,091 869,045 842,321 814,233 785,027 755,289 724,483 694,620 665,298 636,497 605,926 REINSURANCE PREMIUMS (NET OF ALLOWANCES) (532,493 ) (557,392 ) (582,778 ) (607,560 ) (602,256 ) (592,554 ) (577,867 ) (556,565 ) (528,867 ) (500,207 ) (464,868 ) (422,051 ) (370,855 ) (298,853 ) GROSS INVESTMENT INCOME PLUS FEE INCOME 186,044 181,087 171,775 157,907 139,851 120,494 100,323 79,838 59,591 40,303 22,607 8,005 (2,394 ) (6,678 ) ACCRUAL OF DISCOUNT — — — — — — — — — — — — — — AMORTIZATION OF IMR — — — — — — — — — — — — — — LESS INVESTMENT EXPENSE — — — — — — — — — — — — — — LESS INCOME LOST ON DEFAULTS — — — — — — — — — — — — — — TOTAL INCOME 645,939 582,489 515,758 445,437 406,640 370,261 336,689 308,300 286,012 264,579 252,358 251,252 263,248 300,395 NET SURRENDERS — — — — — — — — — — — — — 1,277 HEALTH BENEFITS — — — — — — — — — — — — — — DIRECT DEATH BENEFITS 549,274 578,832 609,340 639,938 664,491 681,864 695,257 703,774 707,345 700,712 688,735 672,098 649,452 603,379 REINSURANCE DEATH BENEFITS (451,225 ) (467,812 ) (484,840 ) (501,571 ) (499,606 ) (490,885 ) (478,475 ) (461,441 ) (439,534 ) (414,181 ) (386,233 ) (352,228 ) (311,442 ) (261,694 ) ACQUISITION EXPENSES — — — — — — — — — — — — — — OTHER EXPENSES 71,546 69,449 67,538 65,727 63,918 61,902 59,763 57,482 55,067 52,700 50,438 48,087 45,624 42,894 NET COMMISSIONS 9,569 7,381 5,100 2,634 — — — — — — — — — — COST OF FINANCING — — — — — — — — — — — — — — INCREASE IN LOADING — — — — — — — — — — — — — — INCREASE IN RESERVES (53,370 ) (130,011 ) (210,283 ) (295,358 ) (319,043 ) (335,360 ) (343,788 ) (342,672 ) (329,123 ) (306,347 ) (255,412 ) (185,799 ) (94,770 ) 37,332 INCR IN RESERVE FINANCING LIABILITY — — — — — — — — — — — — — — TOTAL DISBURSEMENTS 125,795 57,839 (13,145 ) (88,631 ) (90,240 ) (82,478 ) (67,242 ) (42,856 ) (6,244) 32,885 97,529 182,158 288,865 423,188 STATUTORY GAIN 520,144 524,650 528,903 534,069 496,880 452,740 403,930 351,156 292,257 231,694 154,830 69,094 (25,617 ) (122,793 ) CAPITAL GAINS — — — — — — — — — — — — — — GAIN ON CALLS AND ROLLOVER — — — — — — — — — — — — — — LESS DEFAULT LOSSES — — — — — — — — — — — — — — LESS IMR CAPITALIZATION — — — — — — — — — — — — — — BOOK PROFIT 520,144 524,650 528,903 534,069 496,880 452,740 403,930 351,156 292,257 231,694 154,830 69,094 (25,617 ) (122,793 ) INCREASE IN SURPLUS — — — — — — — — — — — — — — FEDERAL INCOME TAX 175,594 176,424 177,407 179,024 167,121 152,448 135,876 117,803 97,535 76,546 49,971 20,341 (12,370 ) (43,863 ) PROFITS RELEASED 344,550 348,227 351,496 355,045 329,758 300,292 268,054 233,353 194,722 155,149 104,859 48,753 (13,247 ) (78,930 ) STATUTORY RESERVE (GA) (Canada=GAAP) 3,070,192 2,940,180 2,729,897 2,434,538 2,115,495 1,780,135 1,436,347 1,093,676 764,553 458,206 202,795 16,995 (77,775 ) (40,443 ) RESERVE FINANCING — — — — — — — — — — — — — — TOTAL LIABILITY (GA) 3,070,192 2,940,180 2,729,897 2,434,538 2,115,495 1,780,135 1,436,347 1,093,676 764,553 458,206 202,795 16,995 (77,775 ) (40,443 ) SEPARATE ACCOUNT LIABILITY — — — — — — — — — — — — — — TAX RESERVE (GA) 2,632,527 2,523,099 2,334,842 2,062,056 1,762,403 1,444,218 1,116,143 788,047 472,509 179,154 (64,202 ) (239,025 ) (324,069 ) (284,207 ) INTEREST MAINTENANCE RESERVE — — — — — — — — — — — — — — POLICIES IN FORCE (UNSCALED) 866,154 818,273 774,374 733,053 691,844 651,026 610,141 568,931 527,312 491,149 455,183 418,967 382,247 325,504 INSURANCE IN FORCE (NET) 52,878,891 51,737,194 50,738,940 49,842,996 49,253,923 48,585,599 47,788,710 46,920,603 46,032,503 44,320,455 42,781,710 41,287,209 39,832,045 36,813,806 CASH VALUE IN FORCE 24,960 23,438 22,004 20,616 20,229 19,862 19,516 19,167 18,823 19,009 19,350 19,841 20,450 19,672 ECONOMIC RESERVE (Canada=GAAP) 1,318,759 1,489,742 1,607,210 1,668,825 1,698,435 1,695,460 1,662,308 1,602,721 1,519,988 1,418,842 1,308,112 1,193,845 1,083,120 985,562 EXCESS RESERVE (STAT LESS ECON) 1,751,433 1,450,438 1,122,687 765,714 417,060 84,675 (225,960 ) (509,045 ) (755,435 ) (960,636 ) (1,105,317 ) (1,176,850 ) (1,160,894 ) (1,026,004 ) EXCESS RESERVE (STAT less ECON Floored at Zero) 1,695,517 1,421,530 1,110,281 759,304 410,180 77,290 (233,888 ) (517,555 ) (761,428 ) (967,109 ) (1,112,308 ) (1,184,400 ) (1,176,626 ) (1,034,113 ) GROSS DEFERRED PREMIUMS — — — — — — — — — — — — — — NET DEFERRED PREMIUMS — — — — — — — — — — — — — — PV AT 9.00% PROFITS RELEASED 126,642 200,464 268,826 332,177 386,158 431,257 468,190 497,686 520,268 536,775 547,010 551,375 550,287 544,338 PV AT 11.00% PROFITS RELEASED 6,266 59,483 107,876 151,914 188,762 218,992 243,302 262,368 276,701 286,990 293,254 295,878 295,236 291,788 PV AT 13.00% PROFITS RELEASED (80,962) (42,374 ) (7,905) 22,907 48,232 68,641 84,763 97,183 106,355 112,822 116,690 118,281 117,899 115,881 PV AT 9.00% BOOK PROFITS 357,968 469,190 572,056 667,351 748,689 816,682 872,336 916,724 950,617 975,267 990,380 996,567 994,462 985,207 PV AT 11.00% BOOK PROFITS 160,316 240,494 313,312 379,555 435,077 480,654 517,288 545,979 567,491 582,856 592,106 595,824 594,582 589,218 PV AT 13.00% BOOK PROFITS 14,875 73,013 124,879 171,227 209,386 240,156 264,450 283,141 296,906 306,564 312,275 314,531 313,791 310,652 PV AT 9.00% FEDERAL INCOME TAX 231,326 268,726 303,230 335,173 362,531 385,426 404,147 419,038 430,349 438,493 443,370 445,192 444,175 440,869 PV AT 11.00% FEDERAL INCOME TAX 154,050 181,011 205,436 227,641 246,316 261,662 273,985 283,611 290,790 295,866 298,851 299,946 299,346 297,430 PV AT 13.00% FEDERAL INCOME TAX 95,837 115,386 132,784 148,320 161,154 171,515 179,687 185,958 190,552 193,742 195,586 196,250 195,892 194,771 Tax Reserve before unamort DAC 3,039,659 2,912,620 2,705,459 2,414,026 2,098,114 1,765,558 1,424,466 1,084,420 757,798 453,754 200,334 16,058 (77,833 ) (45,640 ) Capital (Based on 300% RBC (i=5.70%)) 219,013 211,628 202,089 190,128 178,175 165,588 152,503 139,294 126,438 113,169 101,715 92,454 86,026 81,518 Capital: After-Tax int less change (i=5.70%) 13,743 15,500 17,380 19,448 18,997 19,188 19,221 18,859 18,017 17,954 15,647 13,029 9,853 7,696 PV's -- Primerica Term PV PRE-TAX BOOK PROFIT PV FEDERAL INCOME TAX PV Capital: After-Tax int less change (i=5.70%) less Init Cap PV After-Tax, After Cost of Capital C-14 Milliman 017CIG01\15\0906 Puck(Rev) @06/30/09 - Baseline: Inforce External Res Financing@0.0% (Preliminary) 10/21/09 From PUCK0906B.XLS Line of Business Projection 06:01 PM Baseline Production Future Business - 10 Years of New Business (000)2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Primerica Waiver of Premium GROSS PREMIUMS — 2,193 5,669 8,911 12,102 15,322 18,645 22,126 25,795 29,683 33,827 33,738 31,209 29,386 27,936 26,723 25,710 REINSURANCE PREMIUMS (NET OF ALLOWANCES: — — — — — — — — — — — — — — — — — GROSS INVESTMENT INCOME PLUS FEE INCOME — 16 40 63 86 109 133 158 184 211 241 240 222 209 199 190 183 ACCRUAL OF DISCOUNT — — — — — — — — — — — — — — — — — AMORTIZATION OF IMR — — — — — — — — — — — — — — — — — LESS INVESTMENT EXPENSE — — — — — — — — — — — — — — — — — LESS INCOME LOST ON DEFAULTS — — — — — — — — — — — — — — — — — TOTAL INCOME — 2,209 5,710 8,975 12,188 15,431 18,778 22,284 25,979 29,894 34,068 33,979 31,431 29,595 28,135 26,913 25,893 NET SURRENDERS — 1,601 4,139 6,505 8,835 11,185 13,611 16,152 18,830 21,668 24,694 24,629 22,783 21,452 20,393 19,508 18,768 HEALTH BENEFITS — — — — — — — — — — — — — — — — — DIRECT DEATH BENEFITS — — — — — — — — — — — — — — — — — REINSURANCE DEATH BENEFITS — — — — — — — — — — — — — — — — — ACQUISITION EXPENSES — — — — — — — — — — — — — — — — — OTHER EXPENSES — 44 113 178 242 306 373 443 516 594 677 675 624 588 559 534 514 NET COMMISSIONS — — — — — — — — — — — — — — — — — COST OF FINANCING — — — — — — — — — — — — — — — — — INCREASE IN LOADING — — — — — — — — — — — — — — — — — INCREASE IN RESERVES — — — — — — — — — — — — — — — — — INCR IN RESERVE FINANCING LIABILITY — — — — — — — — — — — — — — — — — TOTAL DISBURSEMENTS — 1,645 4,252 6,683 9,077 11,491 13,984 16,595 19,346 22,262 25,370 25,304 23,407 22,039 20,952 20,042 19,283 STATUTORY GAIN — 564 1,458 2,291 3,112 3,940 4,794 5,689 6,632 7,632 8,698 8,675 8,025 7,556 7,183 6,871 6,611 CAPITAL GAINS — — — — — — — — — — — — — — — — — GAIN ON CALLS AND ROLLOVER — — — — — — — — — — — — — — — — — LESS DEFAULT LOSSES — — — — — — — — — — — — — — — — — LESS IMR CAPITALIZATION — — — — — — — — — — — — — — — — — BOOK PROFIT — 564 1,458 2,291 3,112 3,940 4,794 5,689 6,632 7,632 8,698 8,675 8,025 7,556 7,183 6,871 6,611 INCREASE IN SURPLUS — — — — — — — — — — — — — — — — — FEDERAL INCOME TAX — 254 649 1,009 1,354 1,693 2,036 2,388 2,753 3,133 3,532 3,433 3,061 2,785 2,567 2,388 2,245 PROFITS RELEASED — 310 808 1,282 1,758 2,246 2,758 3,301 3,880 4,499 5,166 5,242 4,964 4,770 4,616 4,483 4,366 STATUTORY RESERVE (GA) (Canada=GAAP) — — — — — — — — — — — — — — — — — RESERVE FINANCING — — — — — — — — — — — — — — — — — TOTAL LIABILITY (GA) — — — — — — — — — — — — — — — — — SEPARATE ACCOUNT LIABILITY — — — — — — — — — — — — — — — — — TAX RESERVE (GA) — (160 ) (558 ) (1,150 ) (1,906 ) (2,804 ) (3,828 ) (4,962 ) (6,195 ) (7,513 ) (8,906 ) (10,041 ) (10,761 ) (11,163 )(11,314)(11,267)(11,071) INTEREST MAINTENANCE RESERVE — — — — — — — — — — — — — — — — — POLICIES IN FORCE (UNSCALED) — — — — — — — — — — — — — — — — — INSURANCE IN FORCE (NET) — — — — — — — — — — — — — — — — — CASH VALUE IN FORCE — — — — — — — — — — — — — — — — — ECONOMIC RESERVE (Canada=GAAP) — — — — — — — — — — — — — — — — — EXCESS RESERVE (STAT LESS ECON) — — — — — — — — — — — — — — — — — EXCESS RESERVE (STAT less ECON Floored at Zero) — — — — — — — — — — — — — — — — — GROSS DEFERRED PREMIUMS — — — — — — — — — — — — — — — — — NET DEFERRED PREMIUMS — — — — — — — — — — — — — — — — — PV AT 9.00% PROFITS RELEASED — 285 965 1,955 3,201 4,661 6,305 8,111 10,058 12,130 14,312 16,343 18,108 19,664 21,045 22,276 23,376 PV AT 11.00% PROFITS RELEASED — 280 936 1,873 3,031 4,364 5,839 7,429 9,112 10,871 12,691 14,354 15,773 17,001 18,072 19,009 19,831 PV AT 13.00% PROFITS RELEASED — 275 908 1,796 2,875 4,094 5,419 6,822 8,281 9,779 11,301 12,667 13,812 14,786 15,620 16,337 16,955 PV AT 9.00% BOOK PROFITS 9.0 % 517 1,744 3,514 5,718 8,279 11,137 14,249 17,578 21,092 24,766 28,128 30,981 33,446 35,595 37,481 39,146 PV AT 11.00% BOOK PROFITS 11.0 % 508 1,691 3,367 5,416 7,754 10,318 13,058 15,936 18,919 21,983 24,735 27,029 28,975 30,641 32,077 33,322 PV AT 13.00% BOOK PROFITS 13.0 % 499 1,641 3,229 5,137 7,275 9,578 11,997 14,491 17,032 19,594 21,856 23,707 25,250 26,548 27,646 28,582 PV AT 9.00% FEDERAL INCOME TAX 9.0 % 233 779 1,558 2,517 3,618 4,832 6,139 7,520 8,962 10,454 11,785 12,873 13,782 14,550 15,205 15,771 PV AT 11.00% FEDERAL INCOME TAX 11.0 % 228 756 1,493 2,385 3,390 4,479 5,629 6,823 8,048 9,292 10,381 11,256 11,973 12,569 13,068 13,491 PV AT 13.00% FEDERAL INCOME TAX 13.0 % 224 733 1,432 2,263 3,182 4,160 5,175 6,210 7,253 8,294 9,189 9,895 10,463 10,927 11,309 11,627 Tax Reserve before unamort DAC — — — — — — — — — — — — — — — — — Capital (Based on 300% RBC (i=5.70%)) — 132 340 535 726 919 1,119 1,328 1,548 1,781 2,030 2,024 1,873 1,763 1,676 1,603 1,543 Capital: After-Tax int less change (i=5.70%) — (132 ) (204 ) (182 ) (172 ) (166 ) (165 ) (167 ) (171 ) (176 ) (183 ) 81 227 179 152 135 120 PRE-TAX BOOK PROFIT 564 1,458 2,291 3,112 3,940 4,794 5,689 6,632 7,632 8,698 8,675 8,025 7,556 7,183 6,871 6,611 FEDERAL INCOME TAX (254 ) (649 ) (1,009 ) (1,354 ) (1,693 ) (2,036 ) (2,388 ) (2,753 ) (3,133 ) (3,532 ) (3,433 ) (3,061 ) (2,785 )(2,567)(2,388)(2,245) PV's -- Primerica Waiver of Premium 9.00 % 11.00 % 13.00 % 15.00 % 20.00 % PV PRE-TAX BOOK PROFIT 50,681 41,001 33,767 28,243 19,094 PV FEDERAL INCOME TAX (19,486 ) (15,977 ) (13,312 ) (11,248 ) (7,761 ) PV Capital: After-Tax int less change (i=5.70%) less Init Cap (574 ) (628 ) (648 ) (647 ) (605 ) PV After-Tax, After Cost of Capital 30,621 24,396 19,808 16,348 10,728 C-15 Milliman 017CIG01\15\0906 Puck(Rev) @06/30/09 - Baseline: Inforce External Res Financing@0.0% (Preliminary) From PUCK0906B.XLS Line of Business Projection 10/21/09 Baseline Production 06:01 PM Future Business -10 Years of New Business (000) 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 Primerica Waiver of Premium GROSS PREMIUMS 24,810 23,970 23,169 22,377 21,726 21,058 20,356 19,626 18,882 18,112 17,365 16,632 15,912 15,148 REINSURANCE PREMIUMS (NET OF ALLOWANCES: — — — — — — — — — — — — — — GROSS INVESTMENT INCOME PLUS FEE INCOME 177 171 165 159 155 150 145 140 135 129 124 119 113 108 ACCRUAL OF DISCOUNT — — — — — — — — — — — — — — AMORTIZATION OF IMR — — — — — — — — — — — — — — LESS INVESTMENT EXPENSE — — — — — — — — — — — — — — LESS INCOME LOST ON DEFAULTS — — — — — — — — — — — — — — TOTAL INCOME 24,986 24,141 23,334 22,537 21,881 21,208 20,501 19,765 19,017 18,241 17,489 16,751 16,026 15,256 NET SURRENDERS 18,111 17,498 16,913 16,335 15,860 15,372 14,860 14,327 13,784 13,222 12,677 12,142 11,616 11,058 HEALTH BENEFITS — — — — — — — — — — — — — — DIRECT DEATH BENEFITS — — — — — — — — — — — — — — REINSURANCE DEATH BENEFITS — — — — — — — — — — — — — — ACQUISITION EXPENSES — — — — — — — — — — — — — — OTHER EXPENSES 496 479 463 448 435 421 407 393 378 362 347 333 318 303 NET COMMISSIONS — — — — — — — — — — — — — — COST OF FINANCING — — — — — — — — — — — — — — INCREASE IN LOADING — — — — — — — — — — — — — — INCREASE IN RESERVES — — — — — — — — — — — — — — INCR IN RESERVE FINANCING LIABILITY — — — — — — — — — — — — — — TOTAL DISBURSEMENTS 18,607 17,977 17,377 16,783 16,295 15,794 15,267 14,719 14,162 13,584 13,024 12,474 11,934 11,361 STATUTORY GAIN 6,379 6,163 5,957 5,754 5,586 5,415 5,234 5,046 4,855 4,657 4,465 4,277 4,091 3,895 CAPITAL GAINS — — — — — — — — — — — — — — GAIN ON CALLS AND ROLLOVER — — — — — — — — — — — — — — LESS DEFAULT LOSSES — — — — — — — — — — — — — — LESS IMR CAPITALIZATION — — — — — — — — — — — — — — BOOK PROFIT 6,379 6,163 5,957 5,754 5,586 5,415 5,234 5,046 4,855 4,657 4,465 4,277 4,091 3,895 INCREASE IN SURPLUS — — — — — — — — — — — — — — FEDERAL INCOME TAX 2,127 2,027 1,945 1,876 1,832 1,784 1,727 1,665 1,600 1,531 1,464 1,398 1,334 1,264 PROFITS RELEASED 4,253 4,136 4,013 3,877 3,754 3,631 3,507 3,381 3,255 3,126 3,001 2,879 2,758 2,631 STATUTORY RESERVE (GA) (Canada=GAAP) — — — — — — — — — — — — — — RESERVE FINANCING — — — — — — — — — — — — — — TOTAL LIABILITY (GA) — — — — — — — — — — — — — — SEPARATE ACCOUNT LIABILITY — — — — — — — — — — — — — — TAX RESERVE (GA) (10,767 ) (10,396 ) (9,996 ) (9,603 ) (9,251 ) (8,932 ) (8,633 ) (8,345 ) (8,062 ) (7,779 ) (7,496 ) (7,214 ) (6,933 ) (6,648 ) INTEREST MAINTENANCE RESERVE — — — — — — — — — — — — — — POLICIES IN FORCE (UNSCALED) — — — — — — — — — — — — — — INSURANCE IN FORCE (NET) — — — — — — — — — — — — — — CASH VALUE IN FORCE — — — — — — — — — — — — — — ECONOMIC RESERVE (Canada=GAAP) — — — — — — — — — — — — — — EXCESS RESERVE (STAT LESS ECON) — — — — — — — — — — — — — — EXCESS RESERVE (STAT less ECON Floored at Zero) — — — — — — — — — — — — — — GROSS DEFERRED PREMIUMS — — — — — — — — — — — — — — NET DEFERRED PREMIUMS — — — — — — — — — — — — — — PV AT 9.00% PROFITS RELEASED 24,358 25,235 26,016 26,707 27,322 27,867 28,350 28,778 29,155 29,488 29,781 30,039 30,265 30,463 PV AT 11.00% PROFITS RELEASED 20,552 21,185 21,737 22,218 22,637 23,003 23,321 23,597 23,837 24,044 24,223 24,378 24,512 24,627 PV AT 13.00% PROFITS RELEASED 17,487 17,946 18,339 18,676 18,964 19,211 19,422 19,602 19,755 19,885 19,996 20,090 20,170 20,237 PV AT 9.00% BOOK PROFITS 40,621 41,927 43,086 44,112 45,027 45,840 46,561 47,199 47,762 48,258 48,693 49,076 49,412 49,706 PV AT 11.00% BOOK PROFITS 34,404 35,346 36,166 36,880 37,504 38,049 38,524 38,936 39,293 39,602 39,869 40,099 40,298 40,468 PV AT 13.00% BOOK PROFITS 29,380 30,063 30,648 31,147 31,576 31,944 32,259 32,527 32,756 32,950 33,115 33,254 33,373 33,472 PV AT 9.00% FEDERAL INCOME TAX 16,262 16,692 17,070 17,405 17,705 17,973 18,211 18,421 18,607 18,770 18,913 19,038 19,147 19,243 PV AT 11.00% FEDERAL INCOME TAX 13,852 14,161 14,429 14,662 14,867 15,046 15,203 15,339 15,457 15,558 15,646 15,721 15,785 15,841 PV AT 13.00% FEDERAL INCOME TAX 11,893 12,118 12,308 12,471 12,612 12,733 12,837 12,926 13,001 13,065 13,119 13,164 13,203 13,235 Tax Reserve before unamort DAC — — — — — — — — — — — — — — Capital (Based on 300% RBC (i=5.70%)) 1,489 1,438 1,390 1,343 1,304 1,263 1,221 1,178 1,133 1,087 1,042 998 955 909 Capital: After-Tax int less change (i=5.70%) 111 106 101 99 89 88 89 89 88 88 85 83 80 81 PRE-TAX BOOK PROFIT 6,379 6,163 5,957 5,754 5,586 5,415 5,234 5,046 4,855 4,657 4,465 4,277 4,091 3,895 FEDERAL INCOME TAX (2,127 ) (2,027 ) (1,945 ) (1,876 ) (1,832 ) (1,784 ) (1,727 ) (1,665 ) (1,600 ) (1,531 ) (1,464 ) (1,398 ) (1,334 ) (1,264 ) PV's -- Primerica Waiver of Premium PV PRE-TAX BOOK PROFIT PV FEDERAL INCOME TAX PV Capital: After-Tax int less change (i=5.70%) less Init Cap PV After-Tax, After Cost of Capital C-16 Milliman 017CIG01\15\0906 Puck(Rev) @06/30/09 - Baseline: Inforce External Res Financing@0.0% (Preliminary) 10/21/09 From PUCK0906B.XLS Line of Business Projection 06:01 PM Baseline Production Future Business - 10 Years of New Business (000)2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Primerica Retained Asset Account GROSS PREMIUMS — — — — — — — — — — — — — — — — — REINSURANCE PREMIUMS (NET OF ALLOWANCES: — — — — — — — — — — — — — — — — — GROSS INVESTMENT INCOME PLUS FEE INCOME — 178 646 1,238 1,883 2,617 3,446 4,377 5,420 6,586 7,893 8,982 9,605 10,111 10,676 11,253 11,874 ACCRUAL OF DISCOUNT — — — — — — — — — — — — — — — — — AMORTIZATION OF IMR — — — — — — — — — — — — — — — — — LESS INVESTMENT EXPENSE — — — — — — — — — — — — — — — — — LESS INCOME LOST ON DEFAULTS — — — — — — — — — — — — — — — — — TOTAL INCOME — 178 646 1,238 1,883 2,617 3,446 4,377 5,420 6,586 7,893 8,982 9,605 10,111 10,676 11,253 11,874 NET SURRENDERS — (6,253 ) (10,171 ) (10,305 ) (11,606 ) (12,963 ) (14,379 ) (15,947 ) (17,628 ) (19,496 ) (21,705 ) (10,884 ) (4,285 ) (6,123 )(6,058)(6,071)(7,174) HEALTH BENEFITS — — — — — — — — — — — — — — — — — DIRECT DEATH BENEFITS — — — — — — — — — — — — — — — — — REINSURANCE DEATH BENEFITS — — — — — — — — — — — — — — — — — ACQUISITION EXPENSES — — — — — — — — — — — — — — — — — OTHER EXPENSES — — — — — — — — — — — — — — — — — NET COMMISSIONS — — — — — — — — — — — — — — — — — COST OF FINANCING — — — — — — — — — — — — — — — — — INCREASE IN LOADING — — — — — — — — — — — — — — — — — INCREASE IN RESERVES — 6,253 10,309 10,670 12,205 13,830 15,550 17,461 19,526 21,824 24,512 14,231 7,945 9,958 10,112 10,347 11,678 INCR IN RESERVE FINANCING LIABILITY — — — — — — — — — — — — — — — — — TOTAL DISBURSEMENTS — — 138 364 599 868 1,172 1,514 1,898 2,328 2,808 3,347 3,660 3,835 4,054 4,277 4,504 STATUTORY GAIN — 178 509 873 1,284 1,750 2,274 2,863 3,522 4,259 5,086 5,635 5,945 6,276 6,977 6,977 7,370 CAPITAL GAINS — — — — — — — — — — — — — — — — — GAIN ON CALLS AND ROLLOVER — — — — — — — — — — — — — — — — — LESS DEFAULT LOSSES — — — — — — — — — — — — — — — — — LESS IMR CAPITALIZATION — — — — — — — — — — — — — — — — — BOOK PROFIT — 178 509 873 1,284 1,750 2,274 2,863 3,522 4,259 5,086 5,635 5,945 6,276 6,622 6,977 7,370 INCREASE IN SURPLUS — — — — — — — — — — — — — — — — — FEDERAL INCOME TAX — 62 178 306 449 612 796 1,002 1,233 1,491 1,780 1,972 2,081 2,196 2,318 2,442 2,580 PROFITS RELEASED — 116 331 568 835 1,137 1,478 1,861 2,289 2,768 3,306 3,663 3,864 4,079 4,304 4,535 4,791 STATUTORY RESERVE (GA) (Canada=GAAP) — 6,253 16,562 27,232 39,437 53,267 68,818 86,279 105,805 127,628 152,141 166,372 174,317 184,275 194,386 204,734 216,412 RESERVE FINANCING — — — — — — — — — — — — — — — — — TOTAL LIABILITY (GA) — 6,253 16,562 27,232 39,437 53,267 68,818 86,279 105,805 127,628 152,141 166,372 174,317 184,275 194,386 204,734 216,412 SEPARATE ACCOUNT LIABILITY — — — — — — — — — — — — — — — — — TAX RESERVE (GA) — 6,253 16,562 27,232 39,437 53,267 68,818 86,279 105,805 127,628 152,141 166,372 174,317 184,275 194,386 204,734 216,412 INTEREST MAINTENANCE RESERVE — — — — — — — — — — — — — — — — — POLICIES IN FORCE (UNSCALED) — — — — — — — — — — — — — — — — — INSURANCE IN FORCE (NET) — — — — — — — — — — — — — — — — — CASH VALUE IN FORCE — — — — — — — — — — — — — — — — — ECONOMIC RESERVE (Canada=GAAP) — — — — — — — — — — — — — — — — — EXCESS RESERVE (STAT LESS ECON) — — — — — — — — — — — — — — — — — EXCESS RESERVE (STAT less ECON Floored at Zero) — — — — — — — — — — — — — — — — — GROSS DEFERRED PREMIUMS — — — — — — — — — — — — — — — — — NET DEFERRED PREMIUMS — — — — — — — — — — — — — — — — — PV AT 9.00% PROFITS RELEASED — 106 385 823 1,414 2,153 3,035 4,053 5,202 6,476 7,873 9,292 10,666 11,997 13,285 14,530 15,736 PV AT 11.00% PROFITS RELEASED — 104 373 788 1,338 2,013 2,803 3,699 4,693 5,775 6,939 8,101 9,206 10,256 11,255 12,203 13,105 PV AT 13.00% PROFITS RELEASED — 103 361 755 1,267 1,884 2,594 3,385 4,246 5,168 6,142 7,096 7,988 8,821 9,599 10,324 11,001 PV AT 9.00% BOOK PROFITS 9.0 % 164 592 1,266 2,176 3,313 4,669 6,235 8,003 9,964 12,112 14,296 16,409 18,456 20,438 22,353 24,210 PV AT 11.00% BOOK PROFITS 11.0 % 161 573 1,212 2,058 3,096 4,312 5,691 7,219 8,884 10,675 12,463 14,163 15,779 17,315 18,773 20,161 PV AT 13.00% BOOK PROFITS 13.0 % 158 556 1,161 1,949 2,899 3,991 5,208 6,533 7,950 9,449 10,918 12,289 13,570 14,767 15,882 16,925 PV AT 9.00% FEDERAL INCOME TAX 9.0 % 57 207 443 761 1,160 1,634 2,182 2,801 3,487 4,239 5,003 5,743 6,460 7,153 7,824 8,473 PV AT 11.00% FEDERAL INCOME TAX 11.0 % 56 201 424 720 1,084 1,509 1,992 2,527 3,110 3,736 4,362 4,957 5,523 6,060 6,571 7,056 PV AT 13.00% FEDERAL INCOME TAX 13.0 % 55 195 407 682 1,014 1,397 1,823 2,286 2,783 3,307 3,821 4,301 4,750 5,168 5,559 5,924 Tax Reserve before unamort DAC — 6,253 16,562 27,232 39,437 53,267 68,818 86,279 105,805 127,628 152,141 166,372 174,317 184,275 194,386 204,734 216,412 Capital (Based on 300% RBC (i=5.70%)) — 197 522 858 1,242 1,678 2,168 2,718 3,333 4,020 4,792 5,241 5,491 5,805 6,123 6,449 6,817 Capital: After-Tax int less change (i=5.70%) — (197 ) (317 ) (317 ) (353 ) (390 ) (428 ) (470 ) (514 ) (564 ) (623 ) (271 ) (56 ) (110 )(103)(99)(129) PV’s -- Primerica Retained Asset Account 9.00 % 11.00 % 13.00 % 15.00 % 20.00 % PV PRE-TAX BOOK PROFIT 44,912 33,643 25,846 20,310 12,078 PV FEDERAL INCOME TAX (15,719 ) (11,775 ) (9,046 ) (7,108 ) (4,227 ) PV Capital. After-Tax int less change (i=5.70%) less Init Cap (2,010 ) (2,048 ) (1,979 ) (1,864 ) (1,545 ) PV After-Tax, After Cost of Capital 27,183 19,819 14,821 11,337 6,306 C-17 Milliman 017CIG01\15\0906 Puck(Rev) @06/30/09 - Baseline: Inforce External Res Financing@0.0% (Preliminary) 10/21/09 From PUCK0906B.XLS Line of Business Projection 06:01 PM Baseline Production Future Business - 10 Years of New Business (000)2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 Primerica Retained Asset Account GROSS PREMIUMS — — — — — — — — — — — — — — REINSURANCE PREMIUMS (NET OF ALLOWANCES) — — — — — — — — — — — — — — GROSS INVESTMENT INCOME PLUS FEE INCOME 12,545 13,235 13,942 14,656 15,302 15,796 16,160 16,421 16,566 16,536 16,328 16,004 15,553 14,775 ACCRUAL OF DISCOUNT — — — — — — — — — — — — — — AMORTIZATION OF IMR — — — — — — — — — — — — — — LESS INVESTMENT EXPENSE — — — — — — — — — — — — — — LESS INCOME LOST ON DEFAULTS — — — — — — — — — — — — — — TOTAL INCOME 12,545 13,235 13,942 14,656 15,302 15,796 16,160 16,421 16,566 16,536 16,328 16,004 15,553 14,775 NET SURRENDERS (7,348 ) (7,350 ) (7,391 ) (7,073 ) (4,423 ) (1,210 ) 602 2,751 4,900 9,039 11,205 13,041 15,395 24,266 HEALTH BENEFITS — — — — — — — — — — — — — — DIRECT DEATH BENEFITS — — — — — — — — — — — — — — REINSURANCE DEATH BENEFITS — — — — — — — — — — — — — — ACQUISITION EXPENSES — — — — — — — — — — — — — — OTHER EXPENSES — — — — — — — — — — — — — — NET COMMISSIONS — — — — — — — — — — — — — — COST OF FINANCING — — — — — — — — — — — — — — INCREASE IN LOADING — — — — — — — — — — — — — — INCREASE IN RESERVES 12,109 12,378 12,691 12,652 10,281 7,293 5,642 3,617 1,548 (2,558 ) (4,780 ) (6,720 ) (9,222 ) (18,296 ) INCR IN RESERVE FINANCING LIABILITY — — — — — — — — — — — — — — TOTAL DISBURSEMENTS 4,761 5,027 5,300 5,579 5,857 6,083 6,244 6,368 6,448 6,482 6,425 6,320 6,172 5,970 STATUTORY GAIN 7,784 8,208 8,642 9,077 9,445 9,713 9,916 10,053 10,118 10,054 9,903 9,683 9,381 8,805 CAPITAL GAINS — — — — — — — — — — — — — — GAIN ON CALLS AND ROLLOVER — — — — — — — — — — — — — — LESS DEFAULT LOSSES — — — — — — — — — — — — — — LESS IMR CAPITALIZATION — — — — — — — — — — — — — — BOOK PROFIT 7,784 8,208 8,642 9,077 9,445 9,713 9,916 10,053 10,118 10,054 9,903 9,683 9,381 8,805 INCREASE IN SURPLUS — — — — — — — — — — — — — — FEDERAL INCOME TAX 2,724 2,873 3,025 3,177 3,306 3,399 3,471 3,518 3,541 3,519 3,466 3,389 3,283 3,082 PROFITS RELEASED 5,059 5,335 5,617 5,900 6,139 6,313 6,446 6,534 6,577 6,535 6,437 6,294 6,098 5,724 STATUTORY RESERVE (GA) (Canada=GAAP) 228,521 240,899 253,589 266,241 276,522 283,815 289,457 293,074 294,622 292,064 287,285 280,564 271,342 253,046 RESERVE FINANCING — — — — — — — — — — — — — — TOTAL LIABILITY (GA) 228,521 240,899 253,589 266,241 276,522 283,815 289,457 293,074 294,622 292,064 287,285 280,564 271,342 253,046 SEPARATE ACCOUNT LIABILITY — — — — — — — — — — — — — — TAX RESERVE (GA) 228,521 240,899 253,589 266,241 276,522 283,815 289,457 293,074 294,622 292,064 287,285 280,564 271,342 253,046 INTEREST MAINTENANCE RESERVE — — — — — — — — — — — — — — POLICIES IN FORCE (UNSCALED) — — — — — — — — — — — — — — INSURANCE IN FORCE (NET) — — — — — — — — — — — — — — CASH VALUE IN FORCE — — — — — — — — — — — — — — ECONOMIC RESERVE (Canada=GAAP) — — — — — — — — — — — — — — EXCESS RESERVE (STAT LESS ECON) — — — — — — — — — — — — — — EXCESS RESERVE (STAT less ECON Floored at Zero) — — — — — — — — — — — — — — GROSS DEFERRED PREMIUMS — — — — — — — — — — — — — — NET DEFERRED PREMIUMS — — — — — — — — — — — — — — PV AT 9.00% PROFITS RELEASED 16,905 18,036 19,129 20,182 21,187 22,135 23,023 23,849 24,611 25,307 25,935 26,499 27,000 27,431 PV AT 11.00% PROFITS RELEASED 13,963 14,778 15,552 16,283 16,969 17,605 18,189 18,723 19,207 19,641 20,025 20,364 20,660 20,910 PV AT 13.00% PROFITS RELEASED 11,635 12,226 12,777 13,289 13,761 14,190 14,577 14,925 15,235 15,507 15,745 15,950 16,126 16,273 PV AT 9.00% BOOK PROFITS 26,008 27,748 29,429 31,049 32,595 34,053 35,420 36,690 37,864 38,933 39,900 40,767 41,538 42,202 PV AT 11.00% BOOK PROFITS 21,481 22,736 23,925 25,051 26,107 27,084 27,984 28,805 29,550 30,217 30,808 31,329 31,784 32,169 PV AT 13.00% BOOK PROFITS 17,900 18,810 19,657 20,445 21,170 21,830 22,427 22,962 23,438 23,857 24,223 24,539 24,810 25,035 PV AT 9.00% FEDERAL INCOME TAX 9,103 9,712 10,300 10,867 11,408 11,919 12,397 12,842 13,252 13,627 13,965 14,269 14,538 14,771 PV AT 11.00% FEDERAL INCOME TAX 7,518 7,957 8,374 8,768 9,137 9,480 9,794 10,082 10,342 10,576 10,783 10,965 11,125 11,259 PVAT 13.00% FEDERAL INCOME TAX 6,265 6,583 6,880 7,156 7,410 7,641 7,849 8,037 8,203 8,350 8,478 8,589 8,683 8,762 Tax Reserve before unamort DAC 228,521 240,899 253,589 266,241 276,522 283,815 289,457 293,074 294,622 292,064 287,285 280,564 271,342 253,046 Capital (Based on 300% RBC (i=5.70%)) 7,198 7,588 7,988 8,387 8,710 8,940 9,118 9,232 9,281 9,200 9,049 8,838 8,547 7,971 Capital: After-Tax int less change (i=5.70%) (129 ) (123 ) (119 ) (103 ) (13 ) 93 154 224 293 424 491 547 618 893 PV's -- Primerica Retained Asset Account PV PRE-TAX BOOK PROFIT PV FEDERAL INCOME TAX PV Capital: After-Tax int less change (i=5.70%) less Init Cap PV After-Tax. After Cost of Capital C-18 Milliman 017CIG0l\l5\0906 Puck(Rev) @06/30/09 - Baseline: Inforce External Res Financing@0.0% (Preliminary) 10/21/09 From PUCK0906B.XLS Line of Business Projection 06:01 PM Baseline Production Future Business - 10 Years of New Business (000)2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 Total Future Business - Primerica GROSS PREMIUMS 1,017,198 982,764 949,930 917,468 890,771 863,379 834,589 804,652 774,171 742,595 711,985 681,930 652,409 621,074 REINSURANCE PREMIUMS (NET OF ALLOWANCES) (532,493 ) (557,392 ) (582,778 ) (607,560 ) (602,256 ) (592,554 ) (577,867 ) (556,565 ) (528,867 ) (500,207 ) (464,868 ) (422,051 ) (370,855 ) (298,853 ) GROSS INVESTMENT INCOME PLUS FEE INCOME 198,766 194,493 185,882 172,723 155,308 136,441 116,628 96,399 76,291 56,968 39,059 24,127 13,273 8,204 ACCRUAL OF DISCOUNT — — — — — — — — — — — — — — AMORTIZATION OF IMR — — — — — — — — — — — — — — LESS INVESTMENT EXPENSE — — — — — — — — — — — — — — LESS INCOME LOST ON DEFAULTS — — — — — — — — — — — — — — TOTAL INCOME 683,471 619,865 553,034 482,630 443,822 407,266 373,350 344,486 321,595 299,356 286,176 284,006 294,827 330,426 NET SURRENDERS 10,763 10,148 9,523 9,263 11,437 14,163 15,462 17,078 18,684 22,261 23,882 25,182 27,011 36,601 HEALTH BENEFITS — — — — — — — — — — — — — — DIRECT DEATH BENEFITS 549,274 578,832 609,340 639,938 664,491 681,864 695,257 703,774 707,345 700,712 688,735 672,098 649,452 603,379 REINSURANCE DEATH BENEFITS (451,225 ) (467,812 ) (484,840 ) (501,571 ) (499,606 ) (490,885 ) (478,475 ) (461,441 ) (439,534 ) (414,181 ) (386,233 ) (352,228 ) (311,442 ) (261,694 ) ACQUISITION EXPENSES — — — — — — — — — — — — — — OTHER EXPENSES 72,043 69,929 68,002 66,174 64,352 62,324 60,171 57,874 55,445 53,062 50,786 48,420 45,942 43,197 NET COMMISSIONS 9,569 7,381 5,100 2,634 — — — — — — — — — — COST OF FINANCING — — — — — — — — — — — — — — INCREASE IN LOADING — — — — — — — — — — — — — — INCREASE IN RESERVES (41,261 ) (117,634 ) (197,593 ) (282,707 ) (308,762 ) (328,067 ) (338,146 ) (339,055 ) (327,575 ) (308,905 ) (260,191 ) (192,520 ) (103,992 ) 19,036 INCR IN RESERVE FINANCING LIABILITY — — — — — — — — — — — — — — TOTAL DISBURSEMENTS 149,163 80,843 9,531 (66,269 ) (68,088 ) (60,601 ) (45,731 ) (21,769 ) 14,365 52,950 116,978 200,953 306,972 440,519 STATUTORY GAIN 534,307 539,021 543,503 548,900 511,910 467,867 419,081 366,255 307,230 246,405 169,198 83,054 (12,145 ) (110,093 ) CAPITAL GAINS — — — — — — — — — — — — — — GAIN ON CALLS AND ROLLOVER — — — — — — — — — — — — — — LESS DEFAULT LOSSES — — — — — — — — — — — — — — LESS IMR CAPITALIZATION — — — — — — — — — — — — — — BOOK PROFIT 534,307 539,021 543,503 548,900 511,910 467,867 419,081 366,255 307,230 246,405 169,198 83,054 (12,145 ) (110,093 ) INCREASE IN SURPLUS — — — — — — — — — — — — — — FEDERAL INCOME TAX 180,445 181,323 182,377 184,077 172,259 157,631 141,074 122,987 102,676 81,596 54,901 25,128 (7,753 ) (39,518 ) PROFITS RELEASED 353,862 357,698 361,126 364,823 339,652 310,236 278,006 243,268 204,553 164,810 114,297 57,925 (4,392 ) (70,575 ) STATUTORY RESERVE (GA) (Canada=GAAP) 3,298,713 3,181,079 2,983,486 2,700,780 2,392,017 2,063,950 1,725,804 1,386,750 1,059,175 750,270 490,079 297,559 193,567 212,603 RESERVE FINANCING — — — — — — — — — — — — — — TOTAL LIABILITY (GA) 3,298,713 3,181,079 2,983,486 2,700,780 2,392,017 2,063,950 1,725,804 1,386,750 1,059,175 750,270 490,079 297,559 193,567 212,603 SEPARATE ACCOUNT LIABILITY — — — — — — — — — — — — — — TAX RESERVE (GA) 2,850,281 2,753,602 2,578,436 2,318,694 2,029,674 1,719,101 1,396,967 1,072,775 759,069 463,439 215,586 34,325 (59,660 ) (37,809 ) INTEREST MAINTENANCE RESERVE — — — — — — — — — — — — — — POLICIES IN FORCE (UNSCALED) 866,154 818,273 774,374 733,053 691,844 651,026 610,141 568,931 527,312 491,149 455,183 418,967 382,247 325,504 INSURANCE IN FORCE (NET) 52,878,891 51,737,194 50,738,940 49,842,996 49,253,923 48,585,599 47,788,710 46,920,603 46,032,503 44,320,455 42,781,710 41,287,209 39,832,045 36,813,806 CASH VALUE IN FORCE 24,960 23,438 22,004 20,616 20,229 19,862 19,516 19,167 18,823 19,009 19,350 19,841 20,450 19,672 ECONOMIC RESERVE (Canada=GAAP) 1,318,759 1,489,742 1,607,210 1,668,825 1,698,435 1,695,460 1,662,308 1,602,721 1,519,988 1,418,842 1,308,112 1,193,845 1,083,120 985,562 EXCESS RESERVE (STAT LESS ECON) 1,751,433 1,450,438 1,122,687 765,714 417,060 84,675 (225,960 ) (509,045 ) (755,435 ) (960,636 ) (1,105,317 ) (1,176,850 ) (1,160,894 ) (1,026,004 ) EXCESS RESERVE (STAT less ECON Floored at Zero) 1,695,517 1,421,530 1,110,281 759,304 410,180 77,290 (233,888 ) (517,555 ) (761,428 ) (967,109 ) (1,112,308 ) (1,184,400 ) (1,176,626 ) (1,034,113 ) GROSS DEFERRED PREMIUMS — — — — — — — — — — — — — — NET DEFERRED PREMIUMS — — — — — — — — — — — — — — PV AT 9.00% PROFITS RELEASED 167,906 243,736 313,971 379,066 434,667 481,259 519,563 550,313 574,035 591,569 602,725 607,913 607,552 602,232 PV AT 11.00% PROFITS RELEASED 40,781 95,446 145,165 190,415 228,368 259,599 284,813 304,689 319,746 330,675 337,503 340,621 340,408 337,325 PV AT 13.00% PROFITS RELEASED (51,839 ) (12,202 ) 23,212 54,872 80,956 102,041 118,762 131,710 141,345 148,214 152,430 154,321 154,195 152,390 PV AT 9.00% BOOK PROFITS 424,596 538,866 644,571 742,512 826,311 896,576 954,317 1,000,614 1,036,242 1,062,458 1,078,973 1,086,410 1,085,413 1,077,115 PV AT 11.00% BOOK PROFITS 216,201 298,576 373,404 441,486 498,688 545,788 583,795 613,720 636,335 652,675 662,783 667,253 666,664 661,855 PV AT 13.00% BOOK PROFITS 62,155 121,885 175,184 222,818 262,132 293,930 319,135 338,629 353,101 363,371 369,613 372,324 371,973 369,159 PV AT 9.00% FEDERAL INCOME TAX 256,691 295,130 330,600 363,445 391,644 415,317 434,755 450,301 462,208 470,889 476,248 478,498 477,861 474,883 PV AT 11.00% FEDERAL INCOME TAX 175,420 203,130 228,239 251,071 270,320 286,188 298,982 309,031 316,589 322,000 325,280 326,632 326,256 324,530 PV AT 13.00% FEDERAL INCOME TAX 113,995 134,087 151,972 167,947 181,176 191,889 200,374 206,920 211,756 215,157 217,182 218,003 217,779 216,768 Tax Reserve before unamort DAC 3,268,181 3,153,519 2,959,049 2,680,267 2,374,636 2,049,373 1,713,923 1,377,493 1,052,420 745,818 487,618 296,622 193,509 207,406 Capital (Based on 300% RBC (i=5.70%)) 227,700 220,654 211,467 199,857 188,189 175,792 162,842 149,704 136,852 123,456 111,806 102,289 95,528 90,398 Capitol: After-Tax int leas change (i=5.70%) 13,725 15,483 17,362 19,445 19,073 19,370 19,463 19,172 18,398 18,467 16,224 13,659 10,551 8,670 PV's -- Total Future Business - Primerica PV PRE-TAX BOOK PROFIT PV FEDERAL INCOME TAX PV Capital: After-Tax int less change (i=5.70%) less Init Cap PV After-Tax, After Cost of Capital C-19 Milliman 017CIG01\15\0906 Puck(Rev) @06/30/09 - Baseline: Inforce External Res Financing@0.0% (Preliminary) 10/21/09 From PUCK0906B.XLS Line of Business Projection 06:01 PM Baseline Production Future Business - 10 Years of New Business (000)2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Total Future Business - Primerica GROSS PREMIUMS — 89,928 232,449 365,360 496,185 628,194 764,465 907,182 1,057,588 1,216,992 1,386,900 1,383,273 1,279,569 1,204,818 1,145,361 1,095,640 1,054,119 REINSURANCE PREMIUMS (NET OF ALLOWANCE: — (12,833 ) (33,639 ) (58,686 ) (87,461 ) (120,182 ) (156,975 ) (198,470 ) (245,011 ) (297,368 ) (356,622 ) (390,051 ) (413,992 ) (436,750 ) (460,565 ) (485,309 ) (508,567 ) GROSS INVESTMENT INCOME PLUS FEE INCOME — (5,323 ) (3,018 ) 1,997 9,686 19,939 32,491 47,312 64,302 83,307 104,187 138,009 158,279 174,660 186,937 194,997 198,842 ACCRUAL OF DISCOUNT — — — — — — — — — — — — — — — — — AMORTIZATION OF IMR — — — — — — — — — — — — — — — — — LESS INVESTMENT EXPENSE — — — — — — — — — — — — — — — — — LESS INCOME LOST ON DEFAULTS — — — — — — — — — — — — — — — — — TOTAL INCOME — 71,773 195,792 308,672 418,410 527,952 639,981 756,024 876,879 1,002,931 1,134,465 1,131,231 1,023,857 942,727 871,733 805,328 744,394 NET SURRENDERS — (4,652 ) (6,033 ) (3,800 ) (2,771 ) (1,778 ) (767 ) 205 1,203 2,173 2,989 13,745 18,498 15,329 14,335 13,437 11,594 HEALTH BENEFITS — — — — — — — — — — — — — — — — — DIRECT DEATH BENEFITS — 15,777 41,650 68,111 98,212 132,184 170,233 212,807 260,267 313,188 372,516 405,658 423,028 445,834 469,131 493,074 520,544 REINSURANCE DEATH BENEFITS — (12,244 ) (33,130 ) (55,639 ) (81,686 ) (111,280 ) (144,548 ) (181,846 ) (223,507 ) (270,042 ) (322,279 ) (351,872 ) (366,496 ) (383,948 ) (401,057 ) (418,287 ) (435,210 ) ACQUISITION EXPENSES — 55,379 59,255 63,403 67,842 72,590 78,398 84,670 91,443 98,759 106,659 — — — — — — OTHER EXPENSES — 6,089 15,916 25,036 34,027 43,138 52,576 62,491 72,969 84,098 95,983 95,961 88,814 83,894 80,117 77,045 74,410 NET COMMISSIONS — 203,504 242,958 262,178 282,306 303,562 329,022 356,750 386,640 418,885 453,713 68,013 20,956 17,981 15,696 13,826 11,722 COST OF FINANCING — — — — — — — — — — — — — — — — — INCREASE IN LOADING — — — — — — — — — — — — — — — — — INCREASE IN RESERVES — 7,950 53,399 103,184 150,485 193,705 234,502 273,095 308,931 342,245 372,856 396,085 333,279 256,595 179,064 101,844 32,755 INCR IN RESERVE FINANCING LIABILITY — — — — — — — — — — — — — — — — — TOTAL DISBURSEMENTS — 271,802 374,015 462,474 548,413 632,122 719,416 808,171 897,946 989,306 1,082,437 627,591 518,079 435,685 357,286 280,938 215,815 STATUTORY GAIN — (200,029 ) (178,222 ) (153,803 ) (130,003 ) (104,170 ) (79,435 ) (52,147 ) (21,067 ) 13,625 52,028 503,640 505,778 507,042 514,447 524,389 528,579 CAPITAL GAINS — — — — — — — — — — — — — — — — — GAIN ON CALLS AND ROLLOVER — — — — — — — — — — — — — — — — — LESS DEFAULT LOSSES — — — — — — — — — — — — — — — — — LESS IMR CAPITALIZATION — — — — — — — — — — — — — — — — — BOOK PROFIT — (200,029 ) (178,222 ) (153,803 ) (130,003 ) (104,170 ) (79,435 ) (52,147 ) (21,067 ) 13,625 52,028 503,640 505,778 507,042 514,447 524,389 528,579 INCREASE IN SURPLUS — — — — — — — — — — — — — — — — — FEDERAL INCOME TAX — (55,948 ) (45,758 ) (37,289 ) (28,526 ) (18,708 ) (8,599 ) 2,532 14,966 28,614 43,493 173,643 170,240 172,150 175,297 178,752 179,382 PROFITS RELEASED — (144,081 ) (132,465 ) (116,514 ) (101,477 ) (85,462 ) (70,836 ) (54,679 ) (36,033 ) (14,989 ) 8,535 329,997 335,538 334,892 339,149 345,637 349,197 STATUTORY RESERVE (GA) (Canada=GAAP) — 7,950 61,349 164,533 315,018 508,723 743,225 1,016,319 1,325,251 1,667,496 2,040,352 2,436,437 2,769,716 3,026,311 3,205,375 3,307,219 3,339,974 RESERVE FINANCING — — — — — — — — — — — — — — — — — TOTAL LIABILITY (GA) — 7,950 61,349 164,533 315,018 508,723 743,225 1,016,319 1,325,251 1,667,496 2,040,352 2,436,437 2,769,716 3,026,311 3,205,375 3,307,219 3,339,974 SEPARATE ACCOUNT LIABILITY — — — — — — — — — — — — — — — — — TAX RESERVE (GA) — (32,228 ) (26,316 ) 29,606 131,590 274,578 454,214 667,928 913,033 1,187,148 1,487,766 1,891,368 2,244,025 2,515,804 2,708,465 2,823,978 2,872,793 INTEREST MAINTENANCE RESERVE — — — — — — — — — — — — — — — — — POLICIES IN FORCE (UNSCALED) — 176,502 325,856 466,403 604,195 742,393 884,955 1,033,160 1,188,303 1,351,747 1,524,960 1,337,927 1,215,630 1,121,626 1,044,601 979,013 919,285 INSURANCE IN FORCE (NET) — 7,875,822 14,810,402 21,495,369 28,156,663 34,920,372 41,967,737 49,354,757 57,136,816 65,379,333 74,149,576 67,647,445 63,447,349 60,273,708 57,759,208 55,688,557 54,190,389 CASH VALUE IN FORCE — 2,122 6,058 9,816 13,515 17,232 21,034 24,984 29,116 33,461 38,062 38,384 35,136 32,497 30,274 28,332 26,591 ECONOMIC RESERVE (Canada=GAAP) — (281,506 ) (531,711 ) (739,215 ) (909,981 ) (1,048,685 ) (1,162,659 ) (1,254,918 ) (1,327,629 ) (1,382,654 ) (1,421,961 ) (857,313 ) (337,777 ) 110,002 494,479 821,306 1,095,873 EXCESS RESERVE (STAT LESS ECON) — 283,203 576,498 876,516 1,185,562 1,504,141 1,837,066 2,184,958 2,547,075 2,922,522 3,310,172 3,127,378 2,933,176 2,732,035 2,516,510 2,281,178 2,027,688 EXCESS RESERVE (STAT less ECON Floored at Zero) — 1,697 44,786 137,301 275,581 455,456 672,030 907,961 1,155,762 1,412,639 1,675,104 1,947,666 2,138,890 2,228,580 2,220,417 2,115,876 1,930,827 GROSS DEFERRED PREMIUMS — — — — — — — — — — — — — — — — — NET DEFERRED PREMIUMS — — — — — — — — — — — — — — — — — PV AT 9.00% PROFITS RELEASED — (132,185 ) (243,678 ) (333,648 ) (405,536 ) (461,081 ) (503,318 ) (533,229 ) (551,313 ) (558,214 ) (554,609 ) (426,724 ) (307,429 ) (198,194 ) (96,705 ) (1,814 ) 86,138 PV AT 11.00% PROFITS RELEASED — (129,803 ) (237,314 ) (322,508 ) (389,354 ) (440,072 ) (477,943 ) (504,280 ) (519,915 ) (525,775 ) (522,769 ) (418,067 ) (322,156 ) (235,917 ) (157,236 ) (84,996 ) (19,245 ) PV AT 13.00% PROFITS RELEASED — (127,505 ) (231,245 ) (311,995 ) (374,232 ) (420,618 ) (454,641 ) (477,883 ) (491,437 ) (496,427 ) (493,913 ) (407,883 ) (330,473 ) (262,100 ) (200,823 ) (145,559 ) (96,149 ) PV AT 9.00% BOOK PROFITS 9.0 % (183,513 ) (333,519 ) (452,283 ) (544,380 ) (612,084 ) (659,448 ) (687,975 ) (698,547 ) (692,274 ) (670,297 ) (475,120 ) (295,298 ) (129,912 ) 24,035 167,999 301,132 PV AT 11.00% BOOK PROFITS 11.0 % (180,206 ) (324,856 ) (437,315 ) (522,952 ) (584,772 ) (627,241 ) (652,358 ) (661,500 ) (656,173 ) (637,850 ) (478,053 ) (333,481 ) (202,911 ) (83,562 ) 26,038 125,565 PV AT 13.00% BOOK PROFITS 13.0 % (177,017 ) (316,591 ) (423,184 ) (502,917 ) (559,457 ) (597,611 ) (619,777 ) (627,701 ) (623,166 ) (607,839 ) (476,541 ) (359,855 ) (256,335 ) (163,386 ) (79,541 ) (4,750 ) PV AT 9.00% FEDERAL INCOME TAX 9.0 % (51,328 ) (89,842 ) (118,635 ) (138,844 ) (151,003 ) (156,131 ) (154,746 ) (147,235 ) (134,060 ) (115,688 ) (48,396 ) 12,131 68,282 120,739 169,814 214,995 PV AT 11.00% FEDERAL INCOME TAX 11.0 % (50,404 ) (87,541 ) (114,807 ) (133,598 ) (144,700 ) (149,298 ) (148,078 ) (141,584 ) (130,398 ) (115,081 ) (59,987 ) (11,325 ) 33,006 73,674 111,034 144,810 PV AT 13.00% FEDERAL INCOME TAX 13.0 % (49,511 ) (85,346 ) (111,189 ) (128,685 ) (138,839 ) (142,969 ) (141,893 ) (136,264 ) (126,738 ) (113,926 ) (68,658 ) (29,382 ) 5,765 37,437 66,018 91,400 Tax Reserve before unamort DAC — (25,692 ) (3,502 ) 76,449 209,043 388,292 609,131 868,390 1,162,828 1,489,533 1,845,497 2,293,827 2,673,824 2,959,889 3,156,408 3,267,503 3,305,759 Capital (Based on 300% RBC (i=5.70%)) — 15,568 34,484 54,016 74,824 97,142 121,309 147,460 175,657 205,983 238,534 242,120 240,694 239,982 238,674 236,174 232,801 Capital: After-Tax int less change (i=5.70%) (15,568 ) (18,340 ) (18,254 ) (18,808 ) (19,546 ) (20,568 ) (21,657 ) (22,733 ) (23,819 ) (24,919 ) 5,252 10,396 9,630 10,199 11,342 12,124 PV's -- Total Future Business - Primerica 9.00 % 11.00 % 13.00 % 15.00 % 20.00 % PV PRE-TAX BOOK PROFIT 1,040,410 641,974 358,257 155,628 (133,118 ) PV FEDERAL INCOME TAX (461,892 ) (317,480 ) (212,895 ) (136,700 ) (23,480 ) PV Capital: After-Tax int less change (i=5.70%) less Init Cap (70,383 ) (76,432 ) (78,107 ) (77,306 ) (70,687 ) PV After-Tax, After Cost of Capital 508,135 248,062 67,255 (58,377 ) (227,285 ) C-20 Milliman Exhibit 10.7 EXECUTION VERSION AMENDED AND RESTATED 80% COINSURANCE TRUST AGREEMENT Dated as of March 31, 2016 among PECAN RE INC. as Grantor, PRIMERICA LIFE INSURANCE COMPANY as Beneficiary and THE BANK OF NEW YORK MELLON as Trustee TABLE OF CONTENTS PARTIES/RECITALS PAGE 1. Deposit of Assets to the Trust Accounts 1 2. Withdrawal of Assets from the Trust Accounts. 1 3. Redemption, Investment and Substitution of Assets. 3 4. Income 4 5. Right to Vote Assets 4 6. Tax Treatment of Trusts 4 7. Additional Rights and Duties of the Trustee. 5 8. The Trustee's Compensation, Expenses, etc. 6 9. Resignation or Removal of the Trustee. 7 10. Termination of the Trust Accounts. 7 11. Representations and Warranties 8 12. Definitions. 9 13. Governing Law. 10 14. Successors and Assigns. 10 15. Severability. 11 16. Entire Agreement. 11 17. Amendments. 11 18. Notices. 11 19. Third-party Beneficiaries 12 20. Headings 12 21. Counterparts 12 22. Non-Petition 12 SCHEDULE A INVESTMENT GUIDELINES 14 EXHIBIT A FORM OF BENEFICIARY WITHDRAWAL NOTICE 46 EXHIBIT B FORM OF GRANTOR WITHDRAWAL NOTICE 47 EXHIBIT C FORM OF SUBSTITUTION NOTICE 48 i AMENDED AND RESTATED 80% COINSURANCE TRUST AGREEMENT This AMENDED AND RESTATED 80% COINSURANCE TRUST AGREEMENT (together with any and all exhibits, this “Agreement”) dated March 31, 2016, is made by and among Pecan Re Inc., a special purpose financial insurance company organized under Section 6048f of Title 8 of the Vermont Statutes Annotated (the “Grantor”), Primerica Life Insurance Company, a Massachusetts-domiciled stock life insurance company (the “Beneficiary”), and The Bank of New York Mellon, a banking corporation organized under the laws of the State of New York, as trustee (in such capacity, the “Trustee”) (the Grantor, the Beneficiary and the Trustee are hereinafter each sometimes referred to individually as a “Party” and collectively as the “Parties”), and hereby amends and restates in its entirety that certain 80% Coinsurance Trust Agreement, dated as of March 29, 2010, by and among the Parties. The Parties hereto agree as follows: 1.Deposit of Assets to the Trust Accounts . (a)An account has been established in the name of “Prime-Funded Reserves Trust Account” with the Trustee (such account, the “Prime-Funded Reserves Trust Account”) and the Trustee shall administer the Prime-Funded Reserves Trust Account in its name as Trustee for the sole use and benefit of the Beneficiary. (b)An account has been established in the name of “Pecan-Funded Reserves Trust Account” with the Trustee (such account, the “Pecan-Funded Reserves Trust Account”, and together with the Prime-Funded Reserves Trust Account, the “Trust Accounts”) and the Trustee shall administer the Pecan-Funded Reserves Trust Account in its name as Trustee for the sole use and benefit of the Beneficiary. (c)The Grantor has caused to be transferred and shall transfer (or cause to be transferred) to the Trustee, for deposit to the Trust Accounts, such assets as it may from time to time desire (all such assets actually received in the Trust Accounts are herein referred to individually as an “Asset” and collectively as the “Assets”). The Assets shall consist only of Eligible Securities (as hereinafter defined). (d)The Grantor hereby represents and warrants that title to any Assets transferred (or caused to be transferred) by the Grantor to the Trustee for deposit to the Trust Accounts will be recorded in the name of the Trustee, and any such Assets will be in such form that the Beneficiary whenever necessary may, and the Trustee upon direction by the Beneficiary will, negotiate any such Assets without consent or signature from the Grantor or any person in accordance with the terms of this Agreement. Any out-of-pocket costs of transfer of title between the Grantor and the Trustee shall be borne by the Grantor. 2.Withdrawal of Assets from the Trust Accounts . (a)Without notice to or the consent of the Grantor, the Beneficiary shall have the right, at any time and from time to time, to withdraw from the Trust Accounts, upon providing a Beneficiary Withdrawal Notice, such Assets as are specified in such Beneficiary Withdrawal Notice. The Beneficiary need present no statement or document in addition to a Beneficiary Withdrawal Notice in order to withdraw any Assets. The Beneficiary Withdrawal Notice shall be substantially in the form attached as Exhibit A. (b)The Beneficiary (or any successor by operation of law of the Beneficiary, including, but not limited to, any liquidator, rehabilitator, receiver or conservator of the Beneficiary) agrees solely with the Grantor that it may only withdraw Assets for one or more of the following purposes, without diminution because of insolvency on the part of the Beneficiary or the Grantor: (i)to pay, or reimburse the Beneficiary for payment of, the Reinsurer's Quota Share of premiums to be returned, but not yet recovered from the Grantor, to Policyholders because of cancellations of Reinsured Policies; (ii)to pay, or reimburse the Beneficiary for payment of, the Grantor's Quota Share of Covered Liabilities payable pursuant to the provisions of the Reinsured Policies, but not yet recovered from the Grantor; 1 (iii)to pay to the Beneficiary any Commutation Payment due the Beneficiary but not yet paid by the Grantor; (iv)in the event that the Beneficiary has received notification from the Grantor or Trustee of termination of the Trust Accounts and where the Reinsurer's Quota Share of obligations under this Agreement remain unliquidated and undischarged ten (10) days prior to the scheduled termination date, the Beneficiary may withdraw all the assets in the Trust Accounts and deposit such amounts, in the name of the Beneficiary, in any United States bank or trust account, apart from its general assets, in trust for such uses and purposes specified in (i) and (ii) above as may remain executory after such withdrawal and for any period after such termination date; or (v)to pay to the Grantor or its designated payee amounts held in the Trust Accounts in excess of the amount necessary to secure the credit or reduction from liability for reinsurance taken by the Beneficiary. Any assets deposited into an account of the Beneficiary pursuant to clause (iv) of this Section 2(b) or withdrawn by the Beneficiary pursuant to clause (v) of this Section 2(b) and any interest or other earnings thereon shall be held by the Beneficiary in trust and separate and apart from any assets of the Beneficiary, for the sole purpose of funding the payments and reimbursements described in clauses (i) through (v), inclusive, of this Section 2(b). The Trustee shall have no obligation to confirm the Beneficiary's compliance with this Section 2(b). (c)The Beneficiary agrees solely with the Grantor that it shall use reasonable best efforts to make withdrawals from the Pecan-Funded Reserves Trust Account for so long as there are Assets in the Pecan-Funded Reserves Trust Account and to make withdrawals from the Prime-Funded Reserves Trust Account only and to the extent Assets in the Pecan-Funded Reserves Trust Account are inadequate to cover the amount sought to be withdrawn by the Beneficiary. The Trustee shall have no obligation to confirm the Beneficiary's compliance with this Section 2(c). (d)Upon receipt of a Beneficiary Withdrawal Notice, the Trustee shall immediately take any and all steps necessary to transfer absolutely and unequivocably all right, title and interest in the Assets in the Trust Account specified in such Beneficiary Withdrawal Notice, and shall deliver physical custody of such Assets to or for the account of the Beneficiary as specified in such Beneficiary Withdrawal Notice. (e)With the prior written permission of the Beneficiary, the Grantor may withdraw from the Pecan-Funded Reserves Trust Account, upon providing a Grantor Withdrawal Notice, such Assets as are specified in such Grantor Withdrawal Notice. Such withdrawals shall be delivered to the Grantor or such designee of the Grantor as is specified in any such Grantor Withdrawal Notice; provided , that, upon the Grantor's request, such designee may be the effective designee with respect to all future Grantor Withdrawal Notices, unless the Grantor notifies the Trustee of a change in its designee. The form of the Grantor Withdrawal Notice shall be substantially in the form attached as Exhibit B. (f)With the prior written permission of the Beneficiary, the Grantor may withdraw from the Prime-Funded Reserves Trust Account, upon providing a Grantor Withdrawal Notice, such Assets as are specified in such Grantor Withdrawal Notice. Such withdrawals shall be delivered to the Grantor or such designee of the Grantor as is specified in any such Grantor Withdrawal Notice; provided , that, upon the Grantor's request, such designee may be the effective designee with respect to all future Grantor Withdrawal Notices, unless the Grantor notifies the Trustee of a change in its designee. The form of the Grantor Withdrawal Notice shall be substantially in the form attached as Exhibit B. (g)Upon receipt of a fully executed Grantor Withdrawal Notice, the Trustee shall immediately take any and all steps necessary to transfer all right, title and interest in the Assets specified in such Grantor Withdrawal Notice, and shall deliver such Assets to or for the account of the Grantor or its designee, as applicable, as specified in such Grantor Withdrawal Notice. 2 (h)The Beneficiary agrees that the Grantor may transfe r Assets between the Pecan-Funded Reserves Trust Account and the Prime-Funded Reserves Trust Account without the prior consent of the Beneficiary; provided , that, for the avoidance of doubt, this Section 2(h) does not provide the Grantor with any right to make any withdrawal from a Trust Account that is not immediately transferred to another Trust Account. (i)Except as provided in Section 2 and Section 3 of this Agreement, in the absence of a Substitution Notice, Beneficiary Withdrawal Notice or Grantor Withdrawal Notice, the Trustee shall allow no substitution or withdrawal of any Asset from the Trust Accounts by the Grantor. 3.Redemption, Investment and Substitution of Assets . (a)The Trustee shall surrender for payment all maturing Assets and all Assets called for redemption and deposit the principal amount of the proceeds of any such payment to the Trust Accounts. (b)Grantor and Beneficiary agree that Conning Asset Management Company (“Conning”) or any replacement manager designated from time to time by the Grantor will be the investment manager for all Assets which may be held in the Prime-Funded Reserves Trust Account. Grantor and Beneficiary agree that Conning or any replacement manager designated from time to time by the Grantor will be the investment manager (the investment manager of the Assets in each of the Pecan-Funded Reserves Trust Account and the Prime-Funded Reserves Trust Account, each an “Investment Manager”) for all Assets which may be held in the Pecan-Funded Reserves Trust Account. Each Investment Manager shall be the agent of, and is acting on behalf of, the Grantor. The Grantor shall be solely responsible for all fees charged by and all other obligations to the Investment Managers in connection with the Trust Accounts. (c)From time to time, upon the written order and direction of the applicable Investment Manager of the Prime-Funded Reserves Trust Account or Pecan-Funded Reserves Trust Account, the Trustee shall invest Assets as specified by such Investment Manager, who shall limit all investments to the categories of securities set forth in the definition of “Eligible Securities” in Section 12 of this Agreement. Any instruction or order concerning the investment of securities shall be referred to herein as an “Investment Order.” The Trustee shall execute Investment Orders and settle securities transactions by itself or by means of an agent or broker. The Trustee shall not be responsible for any act or omission, or for the solvency, of any such agent or broker. (d)Each Investment Manager is hereby authorized to issue Investment Orders and direct the Trustee to invest the Assets in the Prime-Funded Reserves Trust Account or Pecan-Funded Reserves Trust Account, as applicable, without obtaining the consent of the Beneficiary prior to each investment; provided , however , all such investments are limited to Eligible Securities. (e)From time to time, subject to the other provisions of this Agreement including the requirement that title to Assets shall be recorded in the name of the Trustee, the Trustee is authorized to accept substitutions from the Grantor or the applicable Investment Manager of any Eligible Securities in the Trust Accounts for other Eligible Securities pursuant to a written notice (which shall also certify that such substitutions are Eligible Securities) (the “Substitution Notice”); provided that either the Grantor or the applicable Investment Manager certifies to the Trustee that the aggregate Pecan-Funded Reserves Fair Value or Prime-Funded Reserves Fair Value, as applicable, of the Assets to be deposited or credited to the Trust Accounts pursuant to such substitution or exchange is at least equal to the aggregate Pecan-Funded Reserves Fair Value or Prime-Funded Reserves Fair Value, as applicable, of the Assets being removed from the Trust Accounts. (f)The Grantor hereby covenants that all investments and substitutions of securities requested by it or by the Investment Managers in accordance with this Section 3 shall be in compliance with the relevant provisions set forth in the definition of “Eligible Securities” in Section 12 of this Agreement. (g)When the Trustee is directed to deliver Assets against payment, delivery will be made in accordance with generally accepted market practice. 3 (h)Any loss incurred from any investment pursuant to the terms of this Section 3 shall be borne exclusively by the Trust Accounts. (i)For purposes of determining the fair market value of any Assets in the (i) Pecan-Funded Reserves Trust Account pursuant to this Agreement, the parties hereby agree (without any liability being incurred on the part of the Trustee for any incorrect fair valuation of Assets, howsoever caused) to use prices (on a bid basis, where applicable) based on prices published by a nationally recognized pricing service reasonably selected by the Grantor for Assets for which such prices are available and for Assets for which such prices are not available, the value assigned using methodologies consistent with those which the Grantor uses for determining the fair market value of assets held in the Grantor's general account (other than the Assets) in the ordinary course of business (the “Pecan-Funded Reserves Fair Value”) and (ii) Prime-Funded Reserves Trust Account pursuant to this Agreement, the parties hereby agree (without any liability being incurred on the part of the Trustee for any incorrect fair valuation of Assets, howsoever caused) to use prices (on a bid basis, where applicable) published by a nationally recognized pricing service reasonably selected by the Grantor for Assets for which such prices are available and for Assets for which such prices are not available, to obtain at the expense of the Grantor and pursuant to its written recommendation, a major independent securities valuation firm to appraise the value of such Assets (the “Prime-Funded Reserves Fair Value”). If the Beneficiary shall dispute the Fair Value of any Asset, and the parties are unable to resolve such dispute within fourteen (14) days, the value of such Asset shall be determined by an independent appraisal firm which is mutually acceptable to the Grantor and the Beneficiary, and the parties shall be bound by such valuation. The Trustee shall not be a party to any dispute between the Grantor and the Beneficiary relating to the valuation of Assets. 4. Income . To the extent that the Trustee shall collect and receive payments of interest and dividends in respect of Assets in the Trust Accounts (hereinafter referred to as “Income”) from the Trust Accounts, it shall pay over the amount of such Income upon the prior written direction of the Grantor and may deposit such Income in a separate account or accounts established in the name of the Gra ntor or in the name of any designee or designees designated in writing by the Grantor; provided, however, that the Trustee shall have no duties or obligations as Trustee with respect to the payment of Income by the issuer of the Assets or the deposit of such Income as provided herein. Any Income automatically posted and credited on the payment date to the Income Account which is not subsequently received by the Trustee shall be reimbursed by the Grantor to the Trustee and the Trustee may debit the Income Account for this purpose. Income shall be paid to the Grantor or any such designee in accordance with written instructions provided from time to time by the Grantor to the Trustee. 5. Right to Vote Assets . The Trustee shall forward all annual and interim stockholder reports and all proxies and proxy materials relating to the Assets in the Trust Accounts to the Grantor. Subject to other provisions of this Agreement and the requirement that title to Assets be recorded in the name of the Trustee, the Grantor shall have the full and unqualified right to vote any Assets in the Trust Accounts. Whenever there are voluntary rights that may be exercised or alternate courses of action that may be taken by reason of the Grantor's ownership of Eligible Securities, the G rantor shall be responsible for making any decisions relating thereto and for directing the Trustee to act. The Trustee shall notify the Grantor of rights or discretionary actions with respect to Eligible Securities as promptly as practicable under the circumstances, provided that the Trustee has actually received notice of such right or discretionary corporate action from the relevant depository, etc. Absent actual receipt of such applicable third-party notice, the Trustee shall have no liability for failing to so notify the Grantor of any rights or discretionary corporate actions with respect to Eligible Securities. Absent the Trustee's timely receipt of instructions from the Grantor, the Trustee shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Eligible Securities. 6. Tax Treatment of Trusts . The parties agree to treat the Pecan-Funded Reserves Trust Account and the Prime-Funded Reserves Trust Account as mere security devices and not as separate entities for U.S. federal income tax purposes. 4 7.Additional Rights and Duties of the Trustee . (a)The Trustee shall notify the Grantor, any designee of the Grantor under Section 2(f) (at such address as may be provided by such designee to the Trustee in writing from time to time) and the Beneficiary in writing within five (5) business days following each deposit to, withdrawal from or transfer between the Trust Accounts; provided, however, the Trustee shall notify the Grantor and the Beneficiary in writing within three (3) business days following (i) each withdrawal from the Trust Account that totals an amount equal to or in excess of $20,000,000 or (ii) any number of withdrawals that results in an amount equal to or in excess of $20,000,000 if such withdrawals occur within a two day period of each other. The Trustee will be deemed to have delivered such notice of deposit, withdrawal and receipt of Grantor Withdrawal Notice or Beneficiary Withdrawal Notice, as applicable, if each such notice is available on one or more of the Trustee's systems for the delivery of electronic media to which system(s) Grantor and Beneficiary have access. (b)The Trustee shall not accept any Assets (other than cash) for deposit into the Trust Accounts unless the Trustee determines that it is or will be the registered owner of and holder of legal title to the Assets or that such Assets are in such form that the Trustee may, if applicable to such asset class, negotiate any such Assets, without consent or signature from the Grantor or any other person or entity. Any Assets received by the Trustee which, if applicable to such asset class, are not in such proper negotiable form or for which title has not been transferred to the Trustee shall not be accepted by the Trustee and shall be returned to the Grantor as unacceptable. (c)The Trustee shall have no responsibility whatsoever to determine that any Assets (other than cash) in the Trust Accounts are or continue to be Eligible Securities. (d)All Assets shall be held in a safe place by the Trustee at the Trustee's office in the United States, except that the Trustee may deposit any Assets in the Trust Accounts in a book entry account maintained at the Federal Reserve Bank of New York or in depositories such as the Depository Trust Company and the Participants Trust Company. Assets may be held in the name of a nominee maintained by the Trustee or by any such depository. (e)The Trustee shall accept and open all mail directed to the Grantor or the Beneficiary in care of the Trustee and shall forward such mail to the party to whom it is directed. (f)The Trustee shall furnish to the Grantor and the Beneficiary a statement of all Assets in the Trust Accounts at the inception of the Trust Accounts and at the end of each calendar month. (g)Upon the request of the Grantor or the Beneficiary, the Trustee shall promptly permit the Grantor or the Beneficiary, their respective agents, employees or independent auditors to examine, audit, excerpt, transcribe and copy, during the Trustee's normal business hours, any books, documents, papers and records relating to the Trust Accounts or the Assets. (h)Unless otherwise provided in this Agreement, the Trustee is authorized to follow and rely upon all instructions given by officers and by attorneys in fact acting under written authority furnished to the Trustee by the Grantor or the Beneficiary, including, without limitation, instructions given by letter, facsimile transmission, telegram, teletype, cablegram or electronic media, if the Trustee believes such instructions to be genuine and to have been signed, sent or presented by the proper Party or Parties. The Trustee shall not incur any liability to anyone resulting from actions taken by the Trustee in reliance in good faith on such instructions. The Trustee shall not incur any liability in executing instructions (i) from any attorney in fact or Investment Manager prior to receipt by it of notice of the revocation of the written authority of the attorney in fact or Investment Manager, or (ii) from any officer of the Grantor or the Beneficiary. (i)The duties and obligations of the Trustee shall only be such as are specifically set forth in this Agreement, as it may from time to time be amended, and no implied duties or obligations shall be read into this Agreement against the Trustee. The Trustee shall not be liable except for its own negligence, willful misconduct or lack of good faith, and in no event shall the Trustee be liable for special, punitive, or consequential losses or damages arising in connection with this Agreement. 5 (j)No provisi on of this Agreement shall require the Trustee to take any action which, in the Trustee's reasonable judgment, would result in any violation of this Agreement or any provision of law. If any third party asserts a lien against any of the Assets, the Truste e shall, upon becoming aware of such assertion, promptly notify both the Grantor and the Beneficiary of such claim. (k)The Trustee shall not be responsible for the existence, genuineness or value of any of the Assets or for the validity, perfection, priority or enforceability of the liens in any of the Assets, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee, for the validity of title to the Assets, for insuring the Assets or for the payment of taxes, charges, assessments or liens upon the Assets. (l)The Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Trustee such as to any act or provision of any present or future law or regulation or governmental authority, terrorism, any act of God or war, or the unavailability of the Federal Reserve Bank wire or telex. (m)The Trustee is not required to make advances of cash, securities or any other property on behalf of the Trust Accounts, or permit overdrafts in the Trust Accounts in connection with the acquisition or disposition of Assets in the Trust Accounts. (n)At any time in connection with the performance of its services under this Agreement, the Trustee may consult with counsel selected by it who may be counsel for Grantor, Grantor's designee under Section 2(f) or Beneficiary. The opinion of said counsel will be full and complete authority and protection for the Trustee with respect to any action taken, suffered or omitted by it in good faith and in accordance with the opinion of said counsel other than with respect to the withdrawal of Assets by Beneficiary. 8.The Trustee's Compensation, Expenses, etc. (a)The Grantor shall pay the Trustee, as compensation for its services under this Agreement, a fee which shall be mutually agreed upon in writing by the Trustee and Grantor, which shall be updated no more frequently than annually. The Grantor shall pay or reimburse the Trustee for all of the Trustee's appropriate expenses and disbursements in connection with its duties under this Agreement (including any reasonable attorney's fees and expenses), except any such expense or disbursement as may arise from the Trustee's negligence, willful misconduct, or lack of good faith. The Trustee shall notify the Grantor of all expenses and disbursements on a quarterly basis (“Trustee Invoice”). The Trustee Invoice shall state the nature and amount of such expenses and disbursements and such other information as the Grantor may reasonably request to make such payment to the Trustee. The Grantor shall pay such expenses and disbursements within a reasonable period of time after its receipt and review of such Trustee Invoice, unless the Trustee and Grantor agree otherwise in writing. (b)The Trustee may not invade the Trust Account Assets for the purpose of paying compensation to or reimbursing expenses of the Trustee, but the Trustee shall be entitled to deduct its compensation and expenses, which have been billed to the Grantor but have not been paid by the Grantor to the Trustee in accordance with Section 8(a) hereof, from payments of Income in respect of the Assets held in the Trust Accounts and deposited into the Income Account as provided in Section 4 of this Agreement. The Grantor hereby grants the Trustee a lien, right of set off and security interest in such funds and in such Income Account for the payment of any claim for compensation, reimbursement or indemnity hereunder, which has been billed but has not been paid to the Trustee within a reasonable period of time. The Grantor and the Beneficiary, jointly and severally, hereby indemnify the Trustee for, and hold it harmless against, any loss, liability, costs or expenses (including attorney's fees and expenses) incurred or made without negligence, willful misconduct or lack of good faith on the part of the Trustee, arising out of or in connection with the performance of its obligations in accordance with the provisions of this Agreement, including any loss, liability, costs or expenses arising out of or in connection with the status of the Trustee and its nominee as the holder of record of the Assets. The Grantor hereby acknowledges that the foregoing indemnities shall survive the resignation or discharge of the Trustee or the termination of this Agreement. 6 (c)Except as specifically provided for in paragraph (b) above, no Assets shall be w ithdrawn from the Trust Accounts or used in any manner for paying compensation to, or reimbursement or indemnification of, the Trustee. 9.Resignation or Removal of the Trustee . (a)The Trustee may resign at any time by giving not less than 90 days written notice thereof to the Beneficiary and to the Grantor. The Trustee may be removed by the Grantor's delivery of not less than 90 days written notice of removal to the Trustee and the Beneficiary. Such resignation or removal shall become effective on the acceptance of appointment by a successor Trustee and the transfer to such successor Trustee of all Assets in the Trust Accounts in accordance with paragraph (b) of this Section 9. (b)Upon receipt by the proper Parties of the Trustee's notice of resignation or the Grantor's notice of removal, the Grantor, with the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, shall appoint a successor Trustee. Any successor Trustee shall be a bank that is a member of the Federal Reserve System or chartered in the Commonwealth of Massachusetts. Upon the acceptance of the appointment as Trustee hereunder by a successor Trustee and the transfer to such successor Trustee of all Assets in the Trust Accounts, the resignation or removal of the Trustee shall become effective. Thereupon, such successor Trustee shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Trustee, and the resigning or removed Trustee shall be discharged from any future duties and obligations under this Agreement, but the resigning or removed Trustee shall continue to be entitled to the benefits of the indemnities provided herein for the Trustee as well as responsible for its obligations, acts and omissions taken while acting as Trustee. 10.Termination of the Trust Accounts . (a)The Trust Accounts and this Agreement, except for the indemnities provided herein, may be terminated only after (i) the Grantor, with the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, has given the Trustee written notice of its intention to terminate the Trust Accounts (the “Notice of Intention”), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 10. The Notice of Intention shall specify the date on which the notifying Party intends the Trust Accounts to terminate (the “Proposed Date”). (b)Within three (3) days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “Termination Notice”) to the Beneficiary and the Grantor of the date (the “Termination Date”) on which the Trust Accounts shall terminate. The Termination Date shall be (i) the Proposed Date if the Proposed Date is at least 30 days but no more than 45 days subsequent to the date the Termination Notice is given; (ii) 30 days subsequent to the date the Termination Notice is given, if the Proposed Date is fewer than 30 days subsequent to the date the Termination Notice is given; or (iii) 45 days subsequent to the date the Termination Notice is given, if the Proposed Date is more than 45 days subsequent to the date the Termination Notice is given. (c)On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor or any person designated in writing by the Grantor any Assets remaining in the Pecan-Funded Reserves Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease. (d)On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor or any person designated in writing by the Grantor any Assets remaining in the Prime-Funded Reserves Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease. 7 11.Representations and Warranties . (a)The Trustee represents and warrants that the Trustee is a banking corporation, duly organized and validly existing and in good standing under the laws of the State of New York and has the requisite power and authority to carry on its respective business as now being conducted. The Trustee is duly qualified and authorized to do business and is in good standing in each jurisdiction where the Assets are maintained. (b)The Trustee represents and warrants that the Trustee has all requisite corporate power and authority to execute and deliver this Agreement and to perform its respective obligations under this Agreement. The execution, delivery and performance of this Agreement by the Trustee and the consummation of the transactions contemplated by this Agreement by the Trustee have been duly and validly authorized by all necessary corporate action on the part of the Trustee. This Agreement constitutes the legal, valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, or affecting creditors' rights generally and except to the extent that injunctive or other equitable relief is within the discretion of a court. (c)The Trustee represents and warrants that the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not (i) violate or conflict with the Trustee's corporate charter or by-laws; or (ii) violate or conflict with any law or governmental regulation, or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to the Trustee. (d)The Grantor represents and warrants that the Grantor is a special purpose financial insurance company duly organized, validly existing and in good standing under the laws of the State of Vermont and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on the operations of its business as they are proposed to be conducted. (e)The Grantor represents and warrants that the Grantor has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery by the Grantor of this Agreement, and the performance by the Grantor of its obligations under this Agreement, have been duly authorized by all necessary corporate action and do not require any further authorization, action or consent of the Grantor or its stockholder. This Agreement, when duly executed and delivered by the Grantor, subject to the due execution and delivery by the Parties hereto, will be a valid and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting enforcement of creditors' rights and to general equity principles. (f)The Grantor represents and warrants that the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the Articles of Incorporation, Bylaws or other charter or organizational document of the Grantor, or (ii) violate any order, judgment, injunction, award or decree of any court, arbitrator or Governmental Authority against, or binding upon, or any agreement with, or condition imposed by, any Governmental Authority, foreign or domestic, binding upon the Grantor, except when any such violation would not have a material adverse effect on this Agreement or the consummation of the transactions contemplated hereby. (g)The Beneficiary represents and warrants that the Beneficiary is a life insurance company duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts, and has all requisite corporate power and authority to carry on the operations of its business as they are now being conducted. 8 (h)The Beneficiary represents and warrants that the Beneficiary has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery by the Beneficiary of this Agreement, and the performance by the Beneficiary of its obligations under this Agreement, have been duly authorized by all necessary corporate action and do not require any further authoriz ation, action or consent of the Beneficiary. This Agreement, when duly executed and delivered by the Beneficiary, subject to the due execution and delivery by the Parties hereto, will be a valid and binding obligation of the Beneficiary, enforceable again st the Beneficiary in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting enforcement of creditors' rights and to general equity principles. (i)The Beneficiary represents and warrants that the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby in accordance with the respective terms and conditions hereof will not (i) violate any provision of the Articles of Incorporation or Bylaws of the Beneficiary, (ii) violate, conflict with or result in the breach of any of the terms of, result in any modification of, give any counterparty the right to terminate, or constitute a default under, any contract or other agreement to which the Beneficiary is a party, or (iii) violate any order, judgment, injunction, award or decree of any court, arbitrator or Governmental Authority against, or binding upon, or any agreement with, or condition imposed by, any Governmental Authority, foreign or domestic, binding upon the Beneficiary. 12.Definitions . Except as the context shall otherwise require, the following terms shall have the following meanings for all purposes of this Agreement (the definitions to be applicable to both the singular and the plural forms of each term defined if both forms of such term are used in this Agreement): The term “80% Coinsurance Agreement” means the Amended and Restated 80% Coinsurance Agreement, dated as of March 31, 2016, by and between the Beneficiary and the Grantor, as amended, supplemented, novated or otherwise modified from time to time. The term “Affiliate” with respect to any corporation shall mean a corporation which directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such corporation. The term “Beneficiary” shall include any successor of the Beneficiary by operation of law including, without limitation, any liquidator, rehabilitator, receiver or conservator. The term “Beneficiary Withdrawal Notice” means a notice substantially in the form of the specimen notice attached to this Agreement as Exhibit A. The term “Commutation Payment” shall have the meaning specified in the 80% Coinsurance Agreement. The term “control” (including the related terms “controlled by” and “under common control with”) shall mean the ownership, directly or indirectly, of more than 10% of the voting stock of a corporation. The term “Covered Liabilities” shall have the meaning specified in the 80% Coinsurance Agreement. The term “Eligible Securities” means cash in United States dollars, certificates of deposit issued by a United States bank and payable in United States dollars, and investments permitted by M.G.L. c. 175 or any combination of the above, provided investments in or issued by an entity controlling, controlled by or under common control with the Grantor or the Beneficiary shall not exceed 5% of total investments. Commercial paper and other obligations of institutions must be issued by a corporation (other than the Grantor or the Beneficiary, or any of their respective Affiliates) which is organized and existing under the laws of the United States of America, unless otherwise allowed by M.G.L. c. 175. The Eligible Securities are further subject to and limited by, the investment guidelines set forth in the attached Schedule A to this Agreement. 9 The term “Governmental Authority” means any federal, state, county, local, foreign or other governmental or public agency, instrumenta lity, commission, authority or self-regulatory organization, board or body. The term “Grantor Withdrawal Notice” means a notice substantially in the form of the specimen notice attached to this Agreement as Exhibit B. The term “Insolvency Proceeding” means any insolvency proceeding under Chapter 145 of Title 8 of the Vermont Statutes Annotated or any proceeding or petition seeking liquidation, reorganization, rehabilitation, dissolution, sequestration, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, insolvency, winding- up, receivership, conservatorship, debtor relief or any proceeding or relief for the appointment of any liquidator, rehabilitator, trustee, receiver, conservator, custodian, sequestrator, or similar official, marshalling of assets or any similar proceeding, in each case whether under the Bankruptcy Code, any state insurance insolvency statute or code similar to any of the foregoing, or any other federal, state or foreign law. The term “Parent” shall mean an institution that, directly or indirectly, controls another institution. The term “person” shall mean and include an individual, a corporation, a partnership, an association, a trust, an unincorporated organization or a government or political subdivision thereof. The term “Policyholders” shall have the meaning specified in the 80% Coinsurance Agreement. The term “Reinsured Policies” shall have the meaning specified in the 80% Coinsurance Agreement. The term “Reinsurer's Quota Share” shall have the meaning specified in the 80% Coinsurance Agreement. The term “Subsidiary” shall mean an institution controlled, directly or indirectly, by another institution. The term “Substitution Notice” means a notice substantially in the form of the specimen notice attached to this Agreement as Exhibit C. The term “Trust” shall mean the trust formed hereunder. 13.Governing Law . This Agreement shall be subject to and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the principles of conflicts of law thereof. Each Party hereto hereby waives trial by jury in any judicial proceeding involving, directly or indirectly, any matter (whether sounding in tort, contract or otherwise) in any way arising out of or related to this agreement or the relationship established hereunder. This provision is a material inducement for the parties to enter into this Agreement. Each Party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The establishment and maintenance of the Trust Accounts, and all interests, duties and obligations with respect thereto, shall be governed by the laws of the Commonwealth of Massachusetts. 14.Successors and Assigns . Except as expressly permitted by Section 9 of this Agreement, no Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of both the Grantor and the Beneficiary; provided , that the Grantor may assign (on a case-by-case or ongoing basis) its contractual rights, including any associated enforcement rights, (a) under Section 2(e) to receive Assets withdrawn from the Pecan-Funded Reserves Trust Account in accordance therewith to any designee under Section 2(e) designated in accordance herewith, (b) under Section 2(f) to receive Assets withdrawn from the Prime-Funded Reserves Trust Account in accordance therewith to any designee thereunder designated in accordance herewith, (c) under Section 2(g) to receive Assets withdrawn from the Trust Accounts in accordance therewith to any designee thereunder designated in accordance herewith, 10 (d) under Section 4 to receive any Income payable under Section 4 to any designee under Section 4 designated in accordance herewi th, (e) under Section 10(c) to receive any assets released from the Pecan-Funded Reserves Trust Account on the Termination Date with the prior written approval of the Beneficiary, to any designee under Section 10(c) designated in accordance herewith, or (f ) under Section 10(d) to receive any assets released from the Prime-Funded Reserves Trust Account on the Termination Date with the prior written approval of the Beneficiary, to any designee under Section 10(d) designated in accordance herewith, subject in each case and in all respects to the rights of the Beneficiary hereunder. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. 15.Severability . In the event that any provision of this Agreement shall be declared invalid or unenforceable by any regulatory body or court having jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining portions of this Agreement. 16.Entire Agreement . This Agreement constitutes the entire agreement among the Parties, and there are no conditions or qualifications relative to this Agreement which are not fully expressed in this Agreement. 17.Amendments . This Agreement may be modified or otherwise amended, and the observance of any term of this Agreement may be waived, if such modification, amendment or waiver is in writing and signed by the Parties. 18.Notices . Unless otherwise provided in this Agreement, any notice and other communication required or permitted hereunder shall be in writing and shall be (i) delivered personally, (ii) sent by electronic media (by SWIFT, emailed pdf. or other similar and reliable means), or in the event that electronic transmission is unavailable for any reason, by facsimile transmission (and immediately after transmission confirmed by telephone), or (iii) sent by certified, registered or express mail, postage prepaid; provided , however , that any Party delivering a communication by facsimile transmission shall retain the electronically generated confirmation of delivery, showing the telephone number to which the transmission was sent and the date and time of the transmission. Any such notice shall be deemed given when so delivered personally, sent by electronic media or by facsimile transmission (and immediately after such facsimile transmission confirmed by telephone) or, if mailed, on the date shown on the receipt therefor, as follows: if to the Grantor: Pecan Re Inc. c/o Marsh Management Services, Inc. P.O. Box 530 100 Bank Street, Suite 610 Burlington, Vermont 05402-0530 Attention: Kimberly Whitcomb with copies to (which shall not constitute notice to the Grantor for purposes of this Section 18): Swiss Re Life & Health America Inc. 175 King Street Armonk, New York 10504 Attention: John Regan and 11 Swiss Re Life & Health America Inc. 175 King Street Armonk, New York 10504 Attention: Reka Koerner and Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 Attention: Alexander R. Cochran if to the Beneficiary: Primerica Life Insurance Company 1 Primerica Parkway Duluth, GA 30099-0001 Facsimile: (770) 564-6174 with copies to (which shall not constitute notice to the Beneficiary for purposes of this Section 18): DLA Piper LLP (US) 1251 Avenue of the Americas, 27th Floor New York, NY 10020 Attention: David D. Luce If to the Trustee: The Bank of New York Mellon 101 Barclay Street Mailstop: 101-0850 New York, New York 10286 Attention: Insurance Trust and Escrow Group/Patricia Scrivano Facsimile: (732) 667-9536 Each Party may from time to time designate a different address for notices, directions, requests, demands, acknowledgments and other communications by giving written notice of such change to the other Parties. 19.Third-party Beneficiaries . Nothing in this Agreement is intended to give any person, other than the parties to this Agreement, their successors and permitted assigns, any legal or equitable right remedy or claim under or in respect of this Agreement or any provision contained herein. 20.Headings . The headings of the Sections and the Table of Contents have been inserted for convenience of reference only and shall not be deemed to constitute a part of this Agreement. 21.Counterparts . This Agreement may be executed in any number of counterpar ts, each of which when so executed and delivered shall constitute an original, but such counterparts together shall constitute but one and the same Agreement. 22.Non-Petition . The Trustee agrees that it shall not petition, request or take any action to comm ence to any Insolvency Proceeding in respect of the Grantor or a substantial part of its assets. [ Signature pages follow ] 12 IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed and delivered by their respective o fficers thereunto duly authorized as of the date first above written. PECAN RE INC. , as Grantor By: /s/ Brian Lo Name: Brian Lo Title: President By: /s/ John Gribbon Name: John Gribbon Title: Sr. Vice President & CFO PRIMERICA LIFE INSURANCE COMPANY, as Beneficiary By: /s/ Dan Settle Name: Dan Settle Title: Executive Vice President THE BANK OF NEW YORK MELLON , as Trustee By: /s/ Ignazio Tamburello Name: Ignazio Tamburello Title: Vice President [ Signature Page to Amended and Restated Coinsurance Trust Agreement ] SCHED ULE A INVESTMENT GUIDELINES [Attached] 14 Pecan Re Inc. Operating Policy and Investment Portfolio Guidelines (for the Pecan-Funded Reserves Trust Account) 15 Pecan Re Inc. Pecan Re Inc. (“Pecan Re”) under the Trust Agreement (as defined below) shall be responsible for complying with the terms of the Trust Agreement and the Operating Policy and Investment Portfolio Guidelines. One of the purposes of the Trust Agreement is to permit Primerica Life Insurance Company (“PLIC”), in accordance with the Code of Massachusetts Regulations, 211 CMR 130.10, to take statutory financial statement credit for the reinsurance under the Coinsurance Agreement (as defined below). Pecan Re and PLIC are parties to an 80% Coinsurance Agreement, pursuant to which Pecan Re reinsures 80% of certain of PLIC’s liabilities and benefits associated with its term life insurance business in force as of December 18, 2009 (the “Coinsurance Agreement”). In connection with the Coinsurance Agreement, Pecan Re will maintain two trust accounts. In connection with the Coinsurance Agreement, statutory reserves in excess of an amount of reserves set forth on an agreed schedule set forth in the Collateralized Stop Loss Reinsurance Agreement, dated as of March 31, 2016, by and between Pecan Re and Prime Reinsurance Company, Inc. (“PRC”) will be funded by Pecan Re and maintained in a trust with Pecan Re or its designee receiving interest from the trust (the “Pecan-Funded Reserve Trust Account”) and an amount of reserves set forth on such agreed schedule will be funded by PRC and maintained in a separate trust (the “Prime- Funded Reserve Trust Account”, together with the Pecan-Funded Reserve Trust Account, the “Trust Accounts”). The Trust Accounts were established pursuant to a trust agreement among Pecan Re, PLIC and Trustee, entered into simultaneously with the Coinsurance Agreement (the “Trust Agreement”). As of March 31, 2016 16 Operating Policy The objective of this Operating Policy is to identify and document investment parameters (“Managed Portfolio Parameters”) related to the Managed Portfolio (defined as certain investment accounts owned by those legal entities listed in Exhibit III to the Appendix). This Operating Policy must be approved by Pecan Re’s Investment Committee whose members are listed in Exhibit II to the Appendix (“Investment Committee”), the CFO of Pecan Re, the Senior Risk Manager or designee and the PLIC designee each named in Exhibit II to the Appendix (jointly, the “Approvers”), the Massachusetts Division of Insurance (the “Division”) and agreed to by any investment adviser registered under the Investment Advisers Act of 1940 that has been formally appointed by Pecan Re (“Investment Adviser”) from time to time. The Operating Policy and the Portfolio Guidelines (attached as the Appendix) may only be amended with the joint approval of the Approvers and agreed to by the Investment Adviser and certain amendments to the Managed Portfolio Parameters must be approved by the Division; provided that Exhibit II and Exhibit IV may be amended by the Approvers without the approval of the Division or the consent of the Investment Adviser and the constituency of the Investment Committee may be changed from time to time solely by the Board of Directors of Pecan Re. Exhibit IV may be updated at the request of the Senior Risk Manager’s approver (Exhibit II) and communicated to the Investment Advisor. The Managed Portfolio will be managed in compliance with all relevant laws and regulations including (i) limitations and regulations applied on a legal entity basis under the investment laws of each relevant state, (ii) requirements that transactions between affiliates be on terms that are fair and reasonable under the holding company acts, including Sections 23A and 23B of the Bank Holding Company Act and (iii) the requirements of M.G.L. c. 175, §20A and 211 CMR 130.07. In addition, the Managed Portfolio will be managed by the Investment Adviser according to and in compliance with this Operating Policy and the Portfolio Guidelines. Meeting minutes will be prepared by the appointed Secretary of the Investment Committee and circulated to the Approvers for approval. Any additional approved investment strategy or policy will be provided to the Investment Adviser for implementation. The Investment Adviser will also comply with tax strategies as approved and communicated by Pecan Re’s CFO. MANAGED PORTFOLIO PARAMETERS The following sections contain the Managed Portfolio Parameters: I.Performance Objectives, Restrictions, Indicators & Evaluation II.Investment Directives III.Limits IV.Accounting & Valuation Appendix: Pecan Re Investment Portfolio Guidelines As of March 31, 2016 17 I.Performance Objectives, Restrictions, Indicators & Evaluation Objectives for Pecan Re Investments 1.To allow PLIC to take statutory financial statement credit for the reinsurance under the Coinsurance Agreement. 2.To maximize Net Investment Income (“NII”) while preserving invested capital subject to the requirements and restrictions of the reinsurance businesses. 3.To provide adequate liquidity to meet claims or other cash needs. 4.Any other specific objective agreed to in writing by the Approvers and communicated to the Investment Adviser. Restrictions The Managed Portfolio Parameters must initially be approved by the Division and the Division shall have prior approval rights as set forth herein to the following changes to the Managed Portfolio Parameters and the Pecan Re Investment Portfolio Guidelines: (i) adding LOCs (as defined below) to the Managed Portfolio; (ii) changes to the Concentration Limits (as defined below) and Limits (as defined below); (iii) any exception to any Limit resulting from new investment purchases if such exception is in excess of 20%; and (iv) any exceptions to Eligible Investments. Included within the requirements of M.G.L. c. 175, §20A and 211 CMR 130.07, there are allowable trust assets known as “evergreen” letters of credit (“LOCs”) issued or confirmed by qualified U.S. financial institutions. Prior to any LOCs becoming part of the assets of the Managed Portfolio, prior approval of the Division must be obtained. Performance Evaluation Investment results will be evaluated over the appropriate time horizons. There must be a quarterly “Investment Review” with attendance by the Investment Adviser’s investment team for the Managed Portfolio and the Approvers (or their designees). At least two members of the Investment Committee must be present at each Investment Review. The review will encompass: •Portfolio Composition – Snapshot showing: money-market placements and new purchases and sales •Actual performance versus Performance Indicators •Portfolio DV01 Sensitivity – aggregated by all bonds in these four tenor buckets: 0-2 years; 2-5 years; 5-10 years; and 10+ years, for the following market risk factors: •parallel shifts of the yield curve •changes in the slope of the yield curve •changes in corporate credit spreads •changes in mortgage spreads •Material credit migrations where an investment-grade credit has migrated to below investment grade or any of Moody’s, Fitch or S&P have noted a 3-rating category migration for any investment grade credit or a 1-rating category migration for any below-investment grade credit •Limit excesses and exceptions (including derivatives) •A list of securities that are being closely watched due to material potentially adverse consequences The Managed Portfolio’s performance will also be evaluated at least annually by the Approvers with the Investment Adviser’s senior management, concurrently with the budgeting process. The Managed Portfolio’s performance will also be evaluated at least annually by the Approvers with the Investment Adviser’s senior management, concurrently with the budgeting process. As of March 31, 2016 18 Performance Indicators •NII vs. Budget •Actual vs. Target asset allocation •Realized gains and losses vs. Budget •Other Benchmarks as agreed to by the parties in Writing II.Investment Directives Unrealized Loss Triggers All securities with declines in market value by more than 20% will be included in the quarterly Investment Review. Restructurings Any restructuring of an investment in workout that exceeds $10MM in value must be discussed with the Approvers in the quarterly Investment Review and an action plan shall be presented to the Approvers by the Investment Adviser. Duration The duration of the Managed Portfolio shall be managed in recognition of the mix of liabilities, the liability profile, and the projected reinsurance cash flows of Pecan Re as reviewed periodically. Liquidity The liquidity of the overall Managed Portfolio must be adequate to meet its emerging liability cash flows. Asset Quality The Managed Portfolio will have a weighted average credit quality for debt and preferred stock of at least A3/A-/A- on a rating agency basis. The Barclays methodology (namely, when the security is rated by more than one rating agency, use the second lowest rating and if only one rating, then that rating will be used) will be used for this average. If no rating agency has provided a rating for an asset, the internal investment rating will be used. As of March 31, 2016 19 III.Concentration Limits Monitoring of Limits Exposures against the Concentration Limits stated in Exhibit I to the Appendix (“Concentration Limits”) and any other guideline in this Operating Policy or the Portfolio Guidelines (collectively, the “Limits”) shall be monitored daily. New Exceptions to Limits •An exception to any Limit resulting from new investment purchases must be pre-approved by the Approvers and if any such exception is in excess of 20% of such relevant Limit, such exception must be pre-approved by the Division. The exception request must include a reason for the purchase and a timeframe for reviewing the exception and deciding on the action to be taken upon review. •An exception to any Limit that is caused by a rating migration must be approved by the CFO of Pecan Re if it is in excess of 10% of such relevant Limit and if it has not been resolved within 5 days. Any such exceptions that remain unresolved within 30 days must be approved by the Approvers. Further, any such exceptions that exceed 15% of such relevant Limit and remain unresolved within 45 days must be approved by the Division. Over limit issues caused by investment downgrades are included in the quarterly Investment Review. Existing Exceptions to Limits For existing names in excess of any Limit, the Investment Adviser will provide the Approvers in the quarterly Investment Review an update for exposures over these Limits including a plan for bringing exposures to within approved Limits or a recommendation to approve the over-Limit exception for a specified or indefinite time period. IV.Accounting & Valuation •The Investment Adviser must have documented policies that comply with U.S. GAAP, Statutory Accounting Principles, and other foreign reporting requirements as needed. •The policies must include independent verification of the valuation process. As of March 31, 2016 20 Appendix: Pecan Re Inc. Investment Portfolio Guidelines As of March 31, 2016 21 Pecan Re Inc. Investment Portfolio Guidelines A.ELIGIBLE INVESTMENTS The Managed Portfolio(s) may be invested in the following “Eligible Investments”. All investments must be in compliance with Massachusetts Insurance Regulations. All Eligible Investments will be denominated in U.S. dollars. Any exceptions to the following list of Eligible Investments must be pre-approved by the Approvers and the Division. A.I.Investment Securities The Investment Adviser is hereby authorized to approve purchases of the following securities (“Investment Securities”) in accordance with the Concentration Limits and the other Portfolio Restrictions: a.obligations of the U.S. Government and of any agency of the U.S. Government, directly guaranteed or insured by the U.S. Government, including the following: (1)Farmers Home Administration (FMHA) (2)Financial Assistance Corporation (FAC) (3)Government National Mortgage Association (GNMA) (4)Federal Housing Administration (FHA) (5)Housing and Urban Development Corp. (HUD) (6)Veterans Administration (VA) Any other agencies not guaranteed are subject to the corporate limitations based on ratings; b.bonds, notes or obligations issued, assumed or guaranteed by the International Bank for Reconstruction and Development (World Bank), the International Finance Corporation, the Inter- American Development Bank, the Asian Development Bank or the African Development Bank; c.obligations payable in U.S. dollars of: (1)U.S. public utilities (2)U.S. industrial, commercial, or financial companies (3)U.S. government agencies not included under (a) above; d.obligations of state and local governments and agencies of state and local governments; e.mortgage pass-through obligations and collateralized mortgage obligations; f.asset backed and commercial mortgage-backed securities; g.preferred stock, convertible bonds and other convertible securities, except for the securities of Citigroup, Swiss Reinsurance Company Ltd, Primerica, Inc. or the Investment Adviser or any affiliated issuers of any of Citigroup, Swiss Reinsurance Company Ltd or Primerica, Inc. or the Investment Adviser; h.International and emerging markets securities (NAIC 1 or 2 only), issued in the public or 144A markets; i.private placements including tax advantaged structures (e.g., CAPCO), securitizations, structured and secured transactions and mezzanine financings offered by the issuer relying on a private placement exemption; and j.securities or other interests in investment vehicles including investment subsidiaries, loan participations, mutual funds and exchange-traded funds. As of March 31, 2016 22 A.II.Money Market Securities The Investment Adviser is hereby authorized to approve purchases of the following securities (“Money Market Securities”) in accordance with the Concentration Limits and the other Portfolio Restrictions. a.securities described under Section 1(a), (b) and (e) above; b.commercial paper (other than that issued by Citibank or Swiss Reinsurance Company Ltd) maturing in one year or less of issuers described in Section 1(c) above, rated no less than A1 (S&P or Fitch) or P1 (Moody’s); or if not rated, is issued by a company which at the date of investment has an outstanding debt issue rated AAA or AA (S&P or Fitch) or Aaa or Aa (Moody’s), medium-term notes and short-term private placements, loan participations and mutual funds; c.corporate obligations that at the time of purchase have an original maturity of one year or less and at the time of investment are rated investment grade or higher; d.obligations of domestic banks (other than Citibank) or trust companies, each with capital, surplus and undivided profits in excess of $500 million and maturing in one year or less, such as certificates of deposit, banker’s acceptances, time deposits, and bank notes (includes obligations of foreign branches of the United States banks and United States branches or agencies of foreign banks meeting these requirements); e.obligations of foreign banks, each with capital, surplus and undivided profits in excess of $500 million and maturing in one year or less, such as certificates of deposit, banker’s acceptances, time deposits, bank notes and discount notes; and f.asset-backed securities (other than those issued by Citibank). B.INVESTMENT AUTHORITIES B.I.Concentration Limits •Concentration Limits apply to all Eligible Investments except United States government, agency securities or other securities that are backed by the full faith and credit of the United States government. •Concentration Limits are based on the sum of the statutory carry values (or cost/amortized cost in the case of a non-admitted asset) of all holdings of an issuer or group of related issuers. •For purposes of which level of Concentration Limit should be used when aggregating all related issuers, the rating of the common ultimate credit party (e.g., the parent) shall be used. If there is no credit party other than the issuer or there are no affiliated issuers, then the rating of the single issuer (or its underlying credit) shall be used. •Although it is generally expected that a related issuer will be an entity that is considered an affiliate (i.e., controls, is controlled by, or under common control with, the issuer in question) in determining whether an entity is a related issuer for these purposes, the Investment Adviser may take into account such factors that it deems relevant and shall indicate in the Investment Review whether or not the issuer is deemed to be related to such other issuer and to the extent the Investment Adviser recommends separation of the issuers, any activity based on such recommendation shall require the approval of the Approvers. •Concentration Limits and other Limits will be reviewed periodically at the discretion of the portfolio manager appointed to the Managed Portfolio by the Investment Adviser (“Portfolio Manager”) with any proposed changes to be approved by the Approvers and the Division before implementation. As of March 31, 2016 23 B.II.Aggregate Amounts a.The “Aggregate Amount” for Eligible Investments is defined as the total amount outstanding by an issuer or group of related issuers of Eligible Investments in the Managed Portfolio. The Aggregate Amount is the sum of the statutory carry values or cost/amortized cost in the case of a non-admitted asset, of all holdings of an issuer or group of related issuers and will take into account the credit exposure to derivative counterparties. The Aggregate Amount for pass throughs and CMOs is defined as the total outstanding amount by an agency issuer or investment grade private label issuer in the Managed Portfolio. The Aggregate Amount is the sum of the statutory carry values of all holdings of any agency. Agency issuers are GNMA, FNMA, FHLMC, HUD, FHA, and VA or any issue collateralized by these securities. b.When calculating the Aggregate Amount for non-agency collateralized mortgage-backed securities or asset-backed securities, each trust issuer being purchased will generally be considered separately from the other similarly serviced trust and underlying servicing company/sponsor originator so long as the Investment Adviser determines that there is no cross-collateralization or cross defaults or other factors that would cause it to view such issuers to be related from a credit perspective. Non-agency issues (e.g., PruHome, Nascor, GECC, Countrywide and RFC) are backed by whole loans, and are not considered exposure to the originator. (For example, the Aggregate Amount calculation for purchases of a Ford Motor Credit asset-backed security will not generally include the Managed Portfolio’s exposure to Ford or vice versa. Also, purchases of Ford Credit Auto Lease Trust’s asset-backed security will not generally include the Managed Portfolio’s exposure to Ford or Ford Credit Auto Owner Trusts or vice versa.) B.III.Ratings Except as provided in the Portfolio Restrictions stated below with respect to below investment grade securities, all other ratings shall be determined using the Barclays methodology or, where no external rating is available, internal investment quality rating of the class of securities being purchased, and is based on the underlying credit. In the Investment Review, the Portfolio Manager may recommend that the rating of any party providing credit enhancement should also be taken into account in determining the rating of the security and if so approved by the Approvers, the rating of the security may thereafter be determined to be different from that of the underlying credit due to such third party credit enhancement. B.IV.Credit Authority For mortgage-backed securities, forward transactions (purchase, sale and dollar rolls) are permitted only with counterparties that have been approved by the Investment Adviser and Approvers; forward transactions are any transactions settling more than two weeks from the current date. B.V.Trading Authority The Investment Adviser is hereby authorized to execute the purchase of Eligible Investments conforming to the Concentration Limits and the other Portfolio Restrictions and any sales of such investments. C.INVESTMENT COMMITTEE The Investment Committee shall review the investment results of the Managed Portfolio, investment policies and strategies. The members of the Investment Committee may be changed from time to time by the Board of Directors of Pecan Re. For purposes of these Portfolio Guidelines, required Investment Committee approvals (as part of the “Approvers” group) shall pass with agreement of a majority of the Investment Committee acting in person, by telephone or by written consent. As of March 31, 2016 24 D.PORTFOLIO RESTRICTIONS 1.Restricted Issuers Citigroup, Swiss Reinsurance Company Ltd, Primerica, Inc., Prime Re, Pecan Re or the Investment Adviser or any of their respective affiliates that issue common stock and debt instruments where the credit is Citigroup, Swiss Reinsurance Company Ltd, Primerica, Inc., Prime Re, Pecan Re or the Investment Adviser, respectively, or an affiliate of any, may not be purchased. 2.Money Market Securities Money market securities will not exceed a maturity of one year. 3.Debt-Like Securities Non-redeemable preferred stock shall be treated as debt and will not exceed 10% of the total investment in the Managed Portfolio. Convertible preferred stock will not count toward the non-redeemable preferred stock limit. Convertible debt and convertible preferred stocks shall be treated as debt. Total investments in these convertible debt and convertible preferred securities may not exceed 3% of the total investment in the Managed Portfolio. Preferred stock and convertible debt securities which are rated below investment grade are not permitted. 4.Domestic and Foreign Investment Grade Corporate and Rule 144A Securities Total investments in domestic, foreign and Rule 144A investment grade corporate investments will not exceed 75% of the total investment in the Managed Portfolio. This includes debt and redeemable preferred securities. 5.Privately Placed Debt Total investments in privately placed debt will not exceed 15% of the total investment in the Managed Portfolio. 6.Asset-Backed Securities Total investments in asset-backed securities will not exceed 25% of the total investment in the Managed Portfolio. 7.Mortgage-Backed Pass Through Securities Total investments in mortgage-backed (pass through and CMO’s) securities will not exceed 25% of the total investment in the Managed Portfolio. 8.Public/Private Tax Exempt Securities Total investments in public/private tax exempt securities will not exceed 2% of the total investment in the Managed Portfolio. 9.Commercial Mortgage-Backed Securities Total investments in commercial mortgage-backed securities will not exceed 15% of the total investment in the Managed Portfolio. As of March 31, 2016 25 10.Investment in Foreign Issuers The aggregate investment in securities issued by entities organized in a jurisdiction other than the United States (“Cross-Border Investments”) will be denominated in U.S. dollars and will not exceed the lesser of (i) 25% of the total investments in the Managed Portfolio or (ii) the foreign basket limitation stated in the relevant state regulations. Canadian investments owned by the Managed Portfolio shall not be subject to this limit. Cross-Border Investments shall also be subject to the aggregate limits specified in Exhibit IV for the countries specified therein, as modified from time to time by the Approvers. 11.Multiple Limits A security or investment falling under more than one Limit shall be subject to each of such applicable Limits. 12.Below Investment Grade Securities There will be no purchases made other than securities rated NAIC 1 or 2. As of March 31, 2016 26 EXHIBIT I Concentration Limits per Issuer Rating 2016 2017 2018 2019 2020 2021 2022+ AAA $27.61 $31.45 $35.38 $41.55 $48.49 $54.04 $57.52 AA 23.37 26.61 29.94 35.16 41.03 45.73 48.67 A1-Baa1 19.12 21.77 24.49 28.77 33.57 37.41 39.82 Baa2-Baa3 14.87 16.93 19.05 22.37 26.11 29.10 30.97 Dollars ($) are in millions. As of March 31, 2016 27 EXHIBIT II Approvers (Joint) (1) Investment Committee Abigail Cole Brian Lo David Bell John Gribbon (2) Pecan Re CFO John Gribbon (3) Senior Risk Manager Kathryn Hyland (4) PLIC Designee Michael Wells or designee As of March 31, 2016 28 EXHIBIT III Managed Portfolio 345846 – Pecan Funded Reserves Trust Account As of March 31, 2016 29 EXHIBIT IV Cross-Border Limits by Country in Millions of U.S. Dollars PRC PRC Cross Border Cross Border Country Limits Country Limits ALGERIA 0 KAZAKHSTAN 0 ARGENTINA 0.4 KENYA 0 ARUBA .08 LATVIA 0 AUSTRALIA No Limit LEBANON 0 BARBADOS 7.5 LIBERIA 0 BELGIUM No Limit LITHUANIA 0 BELIZE 0 LUXEMBOURG No Limit BERMUDA No Limit MACEDONIA 0 BOLIVIA 0 MALAYSIA 7.5 BOSNIA 0 MEXICO 55 BRAZIL 30 MOROCCO 0.8 BRITISH VIRGIN ISLANDS 0 NETHERLANDS No Limit BULGARIA 0 NEW ZEALAND No Limit CAMEROON 0 NICARAGUA 0 CANADA No Limit NIGERIA 0 CAYMAN ISLANDS No Limit NORWAY No Limit CHILE 7.5 OMAN 0 CHINA 7.5 PAKISTAN 0 COLOMBIA 11.25 PANAMA 7.5 COSTA RICA 7.5 PERU 11.25 CROATIA 0 PHILIPPINES 7.5 CYPRUS 0 POLAND 11.25 CZECH REPUBLIC 7.5 QATAR 22.50 DENMARK No Limit ROMANIA 0 DOMINICAN REPUBLIC 0 RUSSIA 0 ECUADOR 0 SERBIA 0 EGYPT 0 SINGAPORE No Limit EL SALVADOR 0.3 SLOVAKIA 0 ESTONIA 0 SLOVENIA 0 FINLAND No Limit SOUTH AFRICA 4.1 FRANCE No Limit SOUTH KOREA 15 GERMANY No Limit SPAIN No Limit GRENADA 0 SUPRANATIONAL No Limit GUATEMALA 0 SWEDEN No Limit HONDURAS 0 SWITZERLAND No Limit HONG KONG No Limit TAIWAN No Limit HUNGARY 0 THAILAND 0 ICELAND 0 TRINIDAD 0 INDIA 22.5 TUNISIA 7.5 IRELAND No Limit TURKEY 0 ISRAEL 9 UKRAINE 0 ITALY No Limit UNITED KINGDOM No Limit IVORY COAST 0 URUGUAY 7.5 JAMAICA 0 VENEZUELA 0 JAPAN 22.5 VIETNAM 0 JORDAN 0 As of March 31, 2016 30 Prime Reinsurance Company, Inc. Operating Policy and Investment Portfolio Guidelines (for the Prime-Funded Reserves Trust Account) As of March 31, 2016 31 Prime Reinsurance Company, Inc. Pecan Re Inc. (“Pecan Re”) under the Trust Agreement (as defined below) shall be responsible for complying with the terms of the Trust Agreement and the Operating Policy and Investment Portfolio Guidelines. One of the purposes of the Trust Agreement is to permit Primerica Life Insurance Company (“PLIC”), in accordance with the Code of Massachusetts Regulations, 211 CMR 130.10, to take statutory financial statement credit for the reinsurance under the Coinsurance Agreement (as defined below). Pecan Re and PLIC are parties to an 80% Coinsurance Agreement, pursuant to which Pecan Re reinsures 80% of certain of PLIC’s liabilities and benefits associated with its term life insurance business in force as of December 18, 2009 (the “Coinsurance Agreement”). In connection with the Coinsurance Agreement, Pecan Re will maintain two trust accounts. In connection with the Coinsurance Agreement, statutory reserves in excess of an amount of reserves set forth on an agreed schedule set forth in the Collateralized Stop Loss Reinsurance Agreement, dated as of [●], by and between Pecan Re and Prime Reinsurance Company, Inc. (“PRC”) will be funded by Pecan Re and maintained in a trust with Pecan Re receiving interest from the trust (the “Pecan-Funded Reserve Trust Account”) and an amount of reserves set forth on such agreed schedule will be funded by PRC and maintained in a separate trust (the “Prime-Funded Reserve Trust Account”, together with the Pecan-Funded Reserve Trust Account, the “Trust Accounts”). The Trust Accounts were established pursuant to a trust agreement among Pecan Re, PLIC and Trustee, entered into simultaneously with the Coinsurance Agreement (the “Trust Agreement”). Operating Policy The objective of this Operating Policy is to identify and document investment parameters (“Managed Portfolio Parameters”) related to the Managed Portfolio (defined as certain investment accounts owned by those legal entities listed in Exhibit III to the Appendix). This Operating Policy must be approved by PRC’s Investment Committee whose members are listed in Exhibit II to the Appendix (“Investment Committee”), the Citi Holdings Treasurer designee, the Senior Risk Manager or designee and the PLIC designee each named in Exhibit II to the Appendix (jointly, the “Approvers”), the Massachusetts Division of Insurance (the “Division”) and agreed to by any investment adviser registered under the Investment Advisers Act of 1940 that has been formally appointed by PRC (“Investment Adviser”) from time to time. The Operating Policy and the Portfolio Guidelines (attached as the Appendix) may only be amended with the joint approval of the Approvers and agreed to by the Investment Adviser and certain amendments to the Managed Portfolio Parameters must be approved by the Division; provided that Exhibit II and Exhibit IV may be amended by the Approvers without the approval of the Division or the consent of the Investment Adviser and the constituency of the Investment Committee may be changed from time to time solely by the Board of Directors of PRC. Exhibit IV may be updated at the request of the Senior Risk Manager’s approver (Exhibit II) and communicated to the Investment Advisor. The Managed Portfolio will be managed in compliance with all relevant laws and regulations including (i) limitations and regulations applied on a legal entity basis under the investment laws of each relevant state, (ii) requirements that transactions between affiliates be on terms that are fair and reasonable under the holding company acts, including Sections 23A and 23B of the Bank Holding Company Act and (iii) the requirements of M.G.L. c. 175, §20A and 211 CMR 130.07. In addition, the Managed Portfolio will be managed by the Investment Adviser according to and in compliance with this Operating Policy and the Portfolio Guidelines. Meeting minutes will be prepared by the appointed Secretary of the Investment Committee and circulated to the Approvers for approval. Any additional approved investment strategy or policy will be provided to the Investment Adviser for implementation. The Investment Adviser will also comply with tax strategies as approved and communicated by PRC’s CFO. As of March 31, 2016 32 MANAGED PORTFOLIO PARAMETERS The following sections contain the Managed Portfolio Parameters: I.Performance Objectives, Restrictions, Indicators & Evaluation II.Investment Directives III.Limits IV.Accounting & Valuation Appendix: PRC Investment Portfolio Guidelines I.Performance Objectives, Restrictions, Indicators & Evaluation Objectives for PRC Investments 1.To maximize PRC’s Net Investment Income (“NII”) while preserving invested capital subject to the requirements and restrictions of the Collateralized Stop Loss Reinsurance Agreement. 2.To provide adequate liquidity to meet payments under the Collateralized Stop Loss Reinsurance Agreement or other cash needs. 3..Any other specific objective agreed to in writing by the Approvers and communicated to the Investment Adviser. Restrictions The Managed Portfolio Parameters must initially be approved by the Division and the Division shall have prior approval rights as set forth herein to the following changes to the Managed Portfolio Parameters and the PRC Investment Portfolio Guidelines: (i) adding LOCs (as defined below) to the Managed Portfolio; (ii) changes to the Concentration Limits (as defined below) and Limits (as defined below); (iii) any exception to any Limit resulting from new investment purchases if such exception is in excess of 20%; (iv) any exception to any Limit that is caused by a rating migration if such exception is in excess of 15% and remains unresolved within 45 days; and (v) any exceptions to Eligible Investments. Included within the requirements of M.G.L. c. 175, §20A and 211 CMR 130.07, there are allowable trust assets known as “evergreen” letters of credit (“LOCs”) issued or confirmed by qualified U.S. financial institutions. Prior to any LOCs becoming part of the assets of the Managed Portfolio, prior approval of the Division must be obtained. Performance Evaluation Investment results will be evaluated over the appropriate time horizons. There must be a monthly “Investment Review” with attendance by the Investment Adviser’s investment team for the Managed Portfolio and the Approvers (or their designees). At least two members of the Investment Committee must be present at each Investment Review. The review will encompass: •Portfolio Composition – Snapshot showing: money-market placements and new purchases and sales •Actual performance versus Performance Indicators •Portfolio DV01 Sensitivity – aggregated by all bonds in these four tenor buckets: 0-2 years; 2-5 years; 5-10 years; and 10+ years, for the following market risk factors: •parallel shifts of the yield curve •changes in the slope of the yield curve •changes in corporate credit spreads •changes in mortgage spreads As of March 31, 2016 33 •Material credit migrations where an investment-grade credit has migrated to below investment grade or any of Moody’s, Fitch or S&P have noted a 3-rating category migration for any investment grade credit or a 1-rating category migration for any below-investment grade credit •Limit excesses and exceptions (including derivatives) •A list of securities that are being closely watched due to material potentially adverse consequences The Managed Portfolio’s performance will also be evaluated at least annually by the Approvers with the Investment Adviser’s senior management, concurrently with the budgeting process. Performance Indicators •NII vs. Budget •Actual vs. Target asset allocation •Realized gains and losses vs. Budget •Other Benchmarks as agreed to by the parties in writing II.Investment Directives Realized Gains and Losses / Trading Parameters The realization of gains on security sales greater than $5MM per calendar quarter or in excess of $1MM gain per transaction must be pre approved by PRC’s CFO. The realization of losses must be made in accordance with PRC’s Other Than Temporary Impairment (OTTI) policy. Unrealized Loss Triggers All securities with declines in market value by more than 20% will be included in the monthly Investment Review. Restructurings Any restructuring of an investment in workout that exceeds $10MM in value must be discussed with the Approvers in the monthly Investment Review and an action plan shall be presented to the Approvers by the Investment Adviser. Impairments Unrealized losses will be reviewed in accordance with PRC’s OTTI policy. PRC will work with Citigroup as is appropriate. Duration The overall effective duration of the Managed Portfolio is to be maintained at 10 years or less. Liquidity The liquidity of the overall Managed Portfolio must be adequate to meet its emerging liability cash flows. As of March 31, 2016 34 Asset Quality The Managed Portfolio will have a weighted average credit quality for debt and preferred stock of at least A3/A-/A- on a rating agency basis. The Barclays methodology (namely, when the security is rated by more than one rating agency, use the second lowest rating and if only one rating, then that rating will be used) will be used for this average. If no rating agency has provided a rating for an asset, the internal investment rating will be used. III.Concentration Limits Monitoring of Limits Exposures against the Concentration Limits stated in Exhibit I to the Appendix (“Concentration Limits”) and any other guideline in this Operating Policy or the Portfolio Guidelines (collectively, the “Limits”) shall be monitored daily. New Exceptions to Limits •An exception to any Limit resulting from new investment purchases must be pre-approved by the Approvers and if any such exception is in excess of 20% of such relevant Limit, such exception must be pre-approved by the Division. The exception request must include a reason for the purchase and a timeframe for reviewing the exception and deciding on the action to be taken upon review. •An exception to any Limit that is caused by a rating migration must be approved by the Senior Risk Manager of the Approvers if it is in excess of 10% of such relevant Limit and if it has not been resolved within 1 day. Any such exceptions that remain unresolved within 30 days must be approved by the Approvers. Further, any such exceptions that exceed 15% of such relevant Limit and remain unresolved within 45 days must be approved by the Division. Over limit issues caused by investment downgrades are included in the monthly Investment Review. Existing Exceptions to Limits For existing names in excess of any Limit, the Investment Adviser will provide the Approvers in the monthly Investment Review an update for exposures over these Limits including a plan for bringing exposures to within approved Limits or a recommendation to approve the over-Limit exception for a specified time period. IV.Accounting & Valuation •The Investment Adviser must have documented policies that comply with U.S. GAAP, Statutory Accounting Principles, and other foreign reporting requirements as needed. •The policies must include independent verification of the valuation process. •The policies must be approved by PRC’s CFO. As of March 31, 2016 35 Appendix: Prime Reinsurance Company, Inc. Investment Portfolio Guidelines As of March 31, 2016 36 Prime Reinsurance Company, Inc. Investment Portfolio Guidelines A.ELIGIBLE INVESTMENTS The Managed Portfolio(s) may be invested in the following “Eligible Investments”. All investments must be in compliance with Massachusetts Insurance Regulations. All Eligible Investments will be denominated in U.S. dollars. Any exceptions to the following list of Eligible Investments must be pre-approved by the Approvers and the Division. A.I.Investment Securities The Investment Adviser is hereby authorized to approve purchases of the following securities (“Investment Securities”) in accordance with the Concentration Limits and the other Portfolio Restrictions: a.obligations of the U.S. Government and of any agency of the U.S. Government, directly guaranteed or insured by the U.S. Government, including the following: (1)Farmers Home Administration (FMHA) (2)Financial Assistance Corporation (FAC) (3)Government National Mortgage Association (GNMA) (4)Federal Housing Administration (FHA) (5)Housing and Urban Development Corp. (HUD) (6)Veterans Adm inistration (VA) Any other agencies not guaranteed are subject to the corporate limitations based on ratings; b.bonds, notes or obligations issued, assumed or guaranteed by the International Bank for Reconstruction and Development (World Bank), the International Finance Corporation, the Inter-American Development Bank, the Asian Development Bank or the African Development Bank; c.obligations payable in U.S. dollars of: (1)U.S. public utilities (2)U.S. industrial, commercial, or financial companies (3)U.S. government agencies not included under (a) above; d.obligations of state and local governments and agencies of state and local governments; e.mortgage pass-through obligations and collateralized mortgage obligations; f.asset backed and commercial mortgage-backed securities; g.preferred stock, convertible bonds and other convertible securities, except for the securities of Citigroup, Swiss Reinsurance Company Ltd, Primerica, Inc. or the Investment Adviser or any affiliated issuers of any of Citigroup, Swiss Reinsurance Company Ltd or Primerica, Inc. or the Investment Adviser; h.International and emerging markets securities (NAIC 1 or 2 only), issued in the public or 144A markets; i.private placements including tax advantaged structures (e.g., CAPCO), securitizations, structured and secured transactions and mezzanine financings offered by the issuer relying on a private placement exemption; and j.securities or other interests in investment vehicles including investment subsidiaries, loan participations, mutual funds and exchange-traded funds. As of March 31, 2016 37 A.II.Money Market Securities The Investment Adviser is hereby authorized to approve purchases of the following securities (“Money Market Securities”) in accordance with the Concentration Limits and the other Portfolio Restrictions. a.securities described under Section 1(a), (b) and (e) above; b.commercial paper (other than that issued by Citibank or Swiss Reinsurance Company Ltd) maturing in one year or less of issuers described in Section 1(c) above, rated no less than A1 (S&P or Fitch) or P1 (Moody’s); or if not rated, is issued by a company which at the date of investment has an outstanding debt issue rated AAA or AA (S&P or Fitch) or Aaa or Aa (Moody’s), medium-term notes and short-term private placements, loan participations and mutual funds; c.corporate obligations that at the time of purchase have an original maturity of one year or less and at the time of investment are rated investment grade or higher; d.obligations of domestic banks (other than Citibank) or trust companies, each with capital, surplus and undivided profits in excess of $500 million and maturing in one year or less, such as certificates of deposit, banker’s acceptances, time deposits, and bank notes (includes obligations of foreign branches of the United States banks and United States branches or agencies of foreign banks meeting these requirements); e.obligations of foreign banks, each with capital, surplus and undivided profits in excess of $500 million and maturing in one year or less, such as certificates of deposit, banker’s acceptances, time deposits, bank notes and discount notes; and f.asset-backed securities (other than those issued by Citibank). B.INVESTMENT AUTHORITIES B.I.Concentration Limits •Concentration Limits apply to all Eligible Investments except United States government, agency securities or other securities that are backed by the full faith and credit of the United States government. •Concentration Limits are based on the sum of the statutory carry values (or cost/amortized cost in the case of a non-admitted asset) of all holdings of an issuer or group of related issuers. •For purposes of which level of Concentration Limit should be used when aggregating all related issuers, the rating of the common ultimate credit party (e.g., the parent) shall be used. If there is no credit party other than the issuer or there are no affiliated issuers, then the rating of the single issuer (or its underlying credit) shall be used. •Although it is generally expected that a related issuer will be an entity that is considered an affiliate (i.e., controls, is controlled by, or under common control with, the issuer in question) in determining whether an entity is a related issuer for these purposes, the Investment Adviser may take into account such factors that it deems relevant and shall indicate in the Investment Review whether or not the issuer is deemed to be related to such other issuer and to the extent the Investment Adviser recommends separation of the issuers, any activity based on such recommendation shall require the approval of the Approvers. •Concentration Limits and other Limits will be reviewed periodically at the discretion of the portfolio manager appointed to the Managed Portfolio by the Investment Adviser (“Portfolio Manager”) with any proposed changes to be approved by the Approvers and the Division before implementation. As of March 31, 2016 38 B.II.Aggregate Amounts a.The “Aggregate Amount” for Eligible Investments is defined as the total amount outstanding by an issuer or group of related issuers of Eligible Investments in the Managed Portfolio. The Aggregate Amount is the sum of the statutory carry values or cost/amortized cost in the case of a non-admitted asset, of all holdings of an issuer or group of related issuers and will take into account the credit exposure to derivative counterparties. The Aggregate Amount for pass throughs and CMOs is defined as the total outstanding amount by an agency issuer or investment grade private label issuer in the Managed Portfolio. The Aggregate Amount is the sum of the statutory carry values of all holdings of any agency. Agency issuers are GNMA, FNMA, FHLMC, HUD, FHA, and VA or any issue collateralized by these securities. b.When calculating the Aggregate Amount for non-agency collateralized mortgage-backed securities or asset-backed securities, each trust issuer being purchased will generally be considered separately from the other similarly serviced trust and underlying servicing company/sponsor originator so long as the Investment Adviser determines that there is no cross-collateralization or cross defaults or other factors that would cause it to view such issuers to be related from a credit perspective. Non-agency issues (e.g., PruHome, Nascor, GECC, Countrywide and RFC) are backed by whole loans, and are not considered exposure to the originator. (For example, the Aggregate Amount calculation for purchases of a Ford Motor Credit asset-backed security will not generally include the Managed Portfolio’s exposure to Ford or vice versa. Also, purchases of Ford Credit Auto Lease Trust’s asset-backed security will not generally include the Managed Portfolio’s exposure to Ford or Ford Credit Auto Owner Trusts or vice versa.) B.III.Ratings Except as provided in the Portfolio Restrictions stated below with respect to below investment grade securities, all other ratings shall be determined using the Barclays methodology or, where no external rating is available, internal investment quality rating of the class of securities being purchased, and is based on the underlying credit. In the Investment Review, the Portfolio Manager may recommend that the rating of any party providing credit enhancement should also be taken into account in determining the rating of the security and if so approved by the Approvers, the rating of the security may thereafter be determined to be different from that of the underlying credit due to such third party credit enhancement. B.IV .Credit Authority For mortgage-backed securities, forward transactions (purchase, sale and dollar rolls) are permitted only with counterparties that have been approved by the Investment Adviser and Approvers; forward transactions are any transactions settling more than two weeks from the current date. B.V.Trading Authority The Investment Adviser is hereby authorized to execute the purchase of Eligible Investments conforming to the Concentration Limits and the other Portfolio Restrictions and any sales of such investments. Sales at a loss must be in accordance with PRC’s OTTI policy. C.INVESTMENT COMMITTEE The Investment Committee shall review the investment results of the Managed Portfolio, investment policies and strategies. The members of the Investment Committee may be changed from time to time by the Board of Directors of PRC. For purposes of these Portfolio Guidelines, required Investment Committee approvals (as part of the “Approvers” group) shall pass with agreement of a majority of the Investment Committee acting in person, by telephone or by written consent. As of March 31, 2016 39 D.PORTFOLIO RESTRICTIONS 1.Restricted Issuers Citigroup, Swiss Reinsurance Company Ltd, Primerica, Inc., PRC, Pecan Re or the Investment Adviser or any of their respective affiliates that issue common stock and debt instruments where the credit is Citigroup, Swiss Reinsurance Company Ltd, Primerica, Inc., PRC, Pecan Re or the Investment Adviser, respectively, or an affiliate of any, may not be purchased. 2.Money Market Securities Money market securities will not exceed a maturity of one year. 3.Debt-Like Securities Non-redeemable preferred stock shall be treated as debt and will not exceed 10% of the total investment in the Managed Portfolio. Convertible preferred stock will not count toward the non-redeemable preferred stock limit. Convertible debt and convertible preferred stocks shall be treated as debt. Total investments in these convertible debt and convertible preferred securities may not exceed 3% of the total investment in the Managed Portfolio. Preferred stock and convertible debt securities which are rated below investment grade are not permitted. 4.Domestic and Foreign Investment Grade Corporate and Rule 144A Securities Total investments in domestic, foreign and Rule 144A investment grade corporate investments will not exceed 75% of the total investment in the Managed Portfolio. This includes debt and redeemable preferred securities. 5.Privately Placed Debt Total investments in privately placed debt will not exceed 15% of the total investment in the Managed Portfolio. 6.Asset-Backed Securities Total investments in asset-backed securities will not exceed 25% of the total investment in the Managed Portfolio. 7.Mortgage-Backed Pass Through Securities Total investments in mortgage-backed (pass through and CMO’s) securities will not exceed 25% of the total investment in the Managed Portfolio. 8.Public/Private Tax Exempt Securities Total investments in public/private tax exempt securities will not exceed 2% of the total investment in the Managed Portfolio. 9.Commercial Mortgage-Backed Securities Total investments in commercial mortgage-backed securities will not exceed 15% of the total investment in the Managed Portfolio. As of March 31, 2016 40 10.Investment in Foreign Issuers The aggregate investment in securities issued by entities organized in a jurisdiction other than the United States (“Cross-Border Investments”) will be denominated in U.S. dollars and will not exceed the lesser of (i) 25% of the total investments in the Managed Portfolio or (ii) the foreign basket limitation stated in the relevant state regulations. Canadian investments owned by the Managed Portfolio shall not be subject to this limit. Cross-Border Investments shall also be subject to the aggregate limits specified in Exhibit IV for the countries specified therein, as modified from time to time by the Approvers. 11.Multiple Limits A security or investment falling under more than one Limit shall be subject to each of such applicable Limits. 12.Below Investment Grade Securities There will be no purchases made other than securities rated NAIC 1 or 2. As of March 31, 2016 41 EXHIBIT I Concentration Limits per Issuer Rating 2016 2017 2018 2019 2020 2021 2022+ AAA 30.16 26.33 22.40 16.23 9.29 3.73 0.26 AA 25.52 22.28 18.95 13.73 7.86 3.16 0.22 A1-Baa1 20.88 18.23 15.51 11.23 6.43 2.59 0.18 Baa2-Baa3 16.24 14.18 12.06 8.74 5.00 2.01 0.14 Dollars ($) are in millions. As of March 31, 2016 42 EXHIBIT II Approvers (Joint) (1) Investment Committee Reza Shah Francisco Tobias Marin Laurie Hesslein Pantelis Apessos Keith Crider Scott Van Pelt (2) Citi Holdings Treasurer Designee Pantelis Apessos (3) Senior Risk Manager Junaid Siddiqui (4) PLIC Designee Michael Wells or designee As of March 31, 2016 43 EXHIBIT III Managed Portfolio 345845 – Prime Funded Reserves Trust Account As of March 31, 2016 44 EXHIBIT IV Cross-Border Limits by Country in U.S. Dollars PRC PRC Cross Border Cross Border Country Limits Country Limits ALGERIA 0 KAZAKHSTAN 0 ARGENTINA 0.4 KENYA 0 ARUBA .08 LATVIA 0 AUSTRALIA No Limit LEBANON 0 BARBADOS 7.5 LIBERIA 0 BELGIUM No Limit LITHUANIA 0 BELIZE 0 LUXEMBOURG No Limit BERMUDA No Limit MACEDONIA 0 BOLIVIA 0 MALAYSIA 7.5 BOSNIA 0 MEXICO 55 BRAZIL 30 MOROCCO 0.8 BRITISH VIRGIN ISLANDS 0 NETHERLANDS No Limit BULGARIA 0 NEW ZEALAND No Limit CAMEROON 0 NICARAGUA 0 CANADA No Limit NIGERIA 0 CAYMAN ISLANDS No Limit NORWAY No Limit CHILE 7.5 OMAN 0 CHINA 7.5 PAKISTAN 0 COLOMBIA 11.25 PANAMA 7.5 COSTA RICA 7.5 PERU 11.25 CROATIA 0 PHILIPPINES 7.5 CYPRUS 0 POLAND 11.25 CZECH REPUBLIC 7.5 QATAR 22.50 DENMARK No Limit ROMANIA 0 DOMINICAN REPUBLIC 0 RUSSIA 0 ECUADOR 0 SERBIA 0 EGYPT 0 SINGAPORE No Limit EL SALVADOR 0.3 SLOVAKIA 0 ESTONIA 0 SLOVENIA 0 FINLAND No Limit SOUTH AFRICA 4.1 FRANCE No Limit SOUTH KOREA 15 GERMANY No Limit SPAIN No Limit GRENADA 0 SUPRANATIONAL No Limit GUATEMALA 0 SWEDEN No Limit HONDURAS 0 SWITZERLAND No Limit HONG KONG No Limit TAIWAN No Limit HUNGARY 0 THAILAND 0 ICELAND 0 TRINIDAD 0 INDIA 22.5 TUNISIA 7.5 IRELAND No Limit TURKEY 0 ISRAEL 9 UKRAINE 0 ITALY No Limit UNITED KINGDOM No Limit IVORY COAST 0 URUGUAY 7.5 JAMAICA 0 VENEZUELA 0 JAPAN 22.5 VIETNAM 0 JORDAN 0 As of March 31, 2016 45 EXHIB IT A FORM OF BENEFICIARY WITHDRAWAL NOTICE From: Primerica Life Insurance Company (the “Beneficiary”) To: The Bank of New York Mellon [ or its successor ] (the “Trustee”) Date: Re: 80% Coinsurance Trust Agreement among Pecan Re Inc., the Beneficiary, and the Trustee, dated as of March 31, 2016 (the “Trust Agreement”) and [Prime-Funded] [Pecan-Funded] Reserves Trust Account #[345845] [345846] Dear Sirs: We hereby give you notice pursuant to Section 2(a) of the Trust Agreement that the Beneficiary is entitled to withdraw the sum of $ from the [Prime- Funded] [Pecan-Funded] Reserves Trust Account. Payment should be immediately made to by the following method: The Beneficiary hereby demands payment of the above-specified amount in accordance with Section 2(a) of the Trust Agreement. Yours faithfully, For and on behalf of Beneficiary 46 EXHIB IT B FORM OF GRANTOR WITHDRAWAL NOTICE From: Pecan Re Inc. (the “Grantor”) To: The Bank of New York Mellon [ or its successor ] (the “Trustee”) Date: Re: 80% Coinsurance Trust Agreement among the Grantor, Primerica Life Insurance Company (the “Beneficiary”), and the Trustee, dated as of March 31, 2016 (“Trust Agreement”) and [Prime-Funded] [Pecan-Funded] Reserves Trust Account #[345845] [345846] Dear Sirs: We hereby give you notice pursuant to Section [2(e)][2(f)] of the Trust Agreement that the Grantor is entitled to withdraw the sum of $ from the [Prime-Funded] [Pecan-Funded] Reserves Trust Account. Payment should be immediately made to by the following method: : The Grantor hereby demands payment of the above-specified amount in accordance with Section [2(e)][2(f)] of the Trust Agreement. Yours faithfully, For and on behalf of Grantor Agreed to: For and on behalf of Beneficiary 47 EXHIB IT C FORM OF SUBSTITUTION NOTICE From: Pecan Re Inc. (the “Grantor”) To: The Bank of New York Mellon [ or its successor ] (the “Trustee”) Date: Re: 80% Coinsurance Trust Agreement among the Grantor, Primerica Life Insurance Company (the “Beneficiary”), and the Trustee, dated as of March 31, 2016 (“Trust Agreement”) and [Prime-Funded] [Pecan-Funded] Reserves Trust Account #[345845] [345846] Dear Sirs: We hereby give you notice pursuant to Section 3(e) of the Trust Agreement for the Trustee to transfer from to the [Prime- Funded] [Pecan-Funded] Reserves Trust Account. We hereby give you notice pursuant to Section 3(e) of the Trust Agreement for the Trustee to transfer from the [Prime-Funded] [Pecan-Funded] Reserves Trust Account to . The Grantor hereby certifies to the Trustee that such substitutions are Eligible Securities. The Grantor hereby certifies to the Trustee that the aggregate [Prime-Funded Reserves Fair Value] [Pecan-Funded Reserves Fair Value] of the assets to be deposited or credited to the [Prime- Funded] [Pecan-Funded] Reserves Trust Account pursuant to this substitution is at least equal to the aggregate [Prime-Funded Reserves Fair Value] [Pecan-Funded Reserves Fair Value] of the assets being removed from the [Prime-Funded] [Pecan-Funded] Reserves Trust Account. Yours faithfully, For and on behalf of Grantor Agreed to: For and on behalf of Beneficiary 48 Exhibit 10.19 COINSURANCE AMENDING AGREEMENT THIS COINSURANCE AMENDING AGREEMENT is made effective as of December 31, 2011, between PRIMERICA LIFE INSURANCE COMPANY OF CANADA , a life insurance company incorporated under the Insurance Companies Act (Canada) (together with its successors and permitted assigns, the “ Ceding Company ”), and FINANCIAL REASSURANCE COMPANY 2010, LTD., a reinsurance company incorporated in Bermuda and registered as an insurer pursuant to the Insurance Act 1978 of Bermuda (together with its successors and permitted assigns, the “ Reinsurer ”). WHEREAS the Ceding Company and the Reinsurer are parties to a coinsurance agreement dated March 31, 2010 (the “ Coinsurance Agreement ”) pursuant to which the Ceding Company cedes certain liabilities to the Reinsurer on an indemnity reinsurance basis; and AND WHEREAS, in connection with the arrangements contemplated by the Coinsurance Agreement, the Ceding Company and the Reinsurer entered into a reinsurance trust agreement dated March 15, 2010 (the “ Reinsurance Trust Agreement ”) with RBC Dexia Investor Services Trust (“ RBC Dexia ”), as trustee, and OSFI, pursuant to which the Reinsurer is maintaining security in Canada in respect of its potential liabilities under the Coinsurance Agreement; AND WHEREAS, to reflect a change in OSFI’s guidelines on reinsurance arrangements and implement the new arrangements contemplated thereby, the Ceding Company and the Reinsurer wish to terminate the Reinsurance Trust Agreement and enter into a reinsurance security agreement dated as of December 31, 2011 (the “ Reinsurance Security Agreement ”) with RBC Dexia, as custodian, and perform their respective obligations thereunder; AND WHEREAS, in connection therewith, the Ceding Company and the Reinsurer wish to make certain amendments to the Coinsurance Agreement to reflect these changes; AND WHEREAS all capitalized terms used herein that are not otherwise defined shall have the meaning set forth in the Coinsurance Agreement. NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Termination of Reinsurance Trust Arrangements. The Ceding Company and the Reinsurer hereby agree to take all such steps, including filing all required forms with, and obtaining all consents required from, OSFI, so as to terminate the Reinsurance Trust Agreement and the arrangements contemplated thereby, it being acknowledged that such agreement and arrangements will be replaced with the Reinsurance Security Agreement and the arrangements contemplated thereby. Notwithstanding the termination of the Reinsurance Trust Agreement, the Coinsurance Agreement shall continue in full force and effect. 2. Amendments to the Definitions. (a)Eligible Assets : Section 1.1(s) of the Coinsurance Agreement is hereby amended by deleting the definition of “Eligible Assets” and replacing it with the following: “ Eligible Assets ” means assets permitted to be deposited in the Reinsurance Security Account pursuant to the Reinsurance Security Agreement and the Investment Guidelines; provided , however, . investments in or issued by an entity controlling, controlled by or under common control with either the Ceding Company or the Reinsurer shall not exceed 5% of total investments. The Eligible Assets are further subject to, and limited by, the Investment Guidelines. (b)Reinsurance Security Account : Section 1.1(zz) of the Coinsurance Agreement is hereby amended by deleting the definition of “Reinsurance Trust Account” and replacing it with the following: 12517773.612517773.4 Legal*6928694.7 COINSURANCE AMENDING AGREEMENT - 2 - “ Reinsurance Security Account ” shall have the meaning specified in Section 15.1. (c)Reinsurance Security Account Balance : Section 1.1(aaa) of the Coinsurance Agreement is hereby amended by deleting the definition of “Reinsurance Trust Account Balance” and replacing it with the following: “ Reinsurance Security Account Balance ” means, as of the last day of each calendar quarter following the date hereof, the aggregate Market Value as of such date of the Eligible Assets maintained in the Reinsurance Security Account. (d)Reinsurance Security Agreement : Section 1.1(bbb) of the Coinsurance Agreement is hereby amended by deleting the definition of “Reinsurance Trust Agreement” and replacing it with the following: “ Reinsurance Security Agreement ” shall have the meaning specified in Section 15.1. (e)Required Balance . Section 1.1(jjj) of the Coinsurance Agreement is hereby amended by deleting the definition of “Required Balance” and replacing it with the following: “ Required Balance ” means, as of any date, the amount equal to the greater of (i) the Reinsurer’s Quota Share of the Subject Reserves with respect to the Reinsured Policies, and (ii) the amount of assets necessary at any particular point in time under the MCCSR Guideline in order for the Ceding Company to take full Financial Statement Credit for the unlicensed reinsurance in the same manner as if licensed reinsurance was being provided that enables the Ceding Company to maintain its OSFI target capital ratio as well as to be able to meet all Dynamic Capital Adequacy Testing adverse scenarios that may be required by OSFI with respect to the Reinsurer’s Quota Share of the Subject Reserves. For greater certainty, the amount of Collateral held pursuant to the Reinsurance Security Agreement shall at no time be less than a minimum of an amount equal to 100% of the aggregate liability ceded (if greater than zero) plus 70% of the offsetting reserves ceded (MCCSR Guideline section 1.2.3.2) plus 150% of the Regulatory Required Capital for the Ceded Business as defined by the MCCSR Guideline, as calculated in Schedule C as of December 31, 2009. 3. Additional Definitions . Section 1.1 of the Coinsurance Agreement is hereby amended by adding the following definitions: (j.1) “ Collateral ” shall have the meaning specified in Section 15.2(a). (p.1) “ Custodian ” means RBC Dexia Investor Services Trust, or such successor custodian as may be appointed from time to time under the Reinsurance Security Agreement. 4. Removal of Definitions . Section 1.1 of the Coinsurance Agreement is hereby amended by deleting Subsections 1.1 (ttt) and (uuu) (being the definitions of “Trust Assets” and “Trustee”) in their entirety. 5. Deposit in Reinsurance Security Account . Concurrent with the termination of the Reinsurance Trust Agreement (which, for greater certainty, is subject to receipt of written approval of such termination from OSFI), the Ceding Company and the Reinsurer acknowledge and agree that the Reinsurer shall cause RBC Dexia, in its capacity as trustee under the Reinsurance Trust Agreement, to transfer the assets held in trust pursuant to the Reinsurance Trust Agreement to the Reinsurance Security Account, or otherwise designate the account previously maintained under the Reinsurance Trust Agreement as the Reinsurance Security Account. 6. Settlements . Section 8.3(b) of the Coinsurance Agreement is hereby amended by deleting each reference to the “Reinsurance Trust Account Balance” and replacing it with a reference to the “Reinsurance Security Account Balance”. 7. Recapture . Section 11.1(f) of the Coinsurance Agreement is hereby amended by deleting the reference to the “Reinsurance Trust Account” and replacing it with a reference to the “Reinsurance Security Account”. 12517773.6 COINSURANCE AMENDING AGREEMENT - 3 - 8. Insolvency . Section 13.1 of the Coinsurance Agreement is hereby deleted in its entirety and replaced with the following: Article XIII Insolvency Section 13. 1 Insolvency (a) Insolvency Defined . A party to this Agreement will be deemed insolvent when it: i.applies for or consents to the appointment of a receiver, rehabilitator, conservator, liquidator or statutory successor of its properties or assets, or any other similar Person for itself or for a substantial portion of its assets; or ii.passes a directors’ or shareholders’ corporate resolution authorizing any of the actions described in clause (i) above; or iii.is adjudicated as bankrupt or insolvent; or iv.files or consents to the filing of a petition in bankruptcy, seeks reorganization to avoid insolvency or makes formal application for any bankruptcy, dissolution, liquidation or similar law or statute; or v.becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the party’s domicile. (b) Insolvency of the Ceding Company i.In the event of the insolvency of the Ceding Company, all reinsurance payments due to the Ceding Company under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. ii.In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any Reinsured Policy within a reasonable time after such Claim is filed in the insolvency proceedings. While a Claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceedings where the Claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. iii.The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such Claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. iv.The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on Reinsured Policies under this Agreement. (c)Insolvency of the Reinsurer . In the event of the Reinsurer’s insolvency, the Ceding Company may terminate this Agreement upon written notice to the Reinsurer and recapture all of the inforce business reinsured by the Reinsurer hereunder in accordance with Article XI. The effective date for termination of this Agreement will be no earlier than the effective date of the Reinsurer’s insolvency. (d)Subject to, and without limitation to the rights set out in, Section 8.4, in the event of the insolvency of the Ceding Company, the Reinsurer shall be entitled to set off any debts due or accruing due to the Ceding Company under this Agreement at the commencement of the winding-up of the Ceding Company against any debts due or accruing due to the Reinsurer by the Ceding Company under this Agreement at the commencement of the winding-up of the Ceding Company. For greater certainty, it is understood and agreed that the Reinsurer shall not be entitled for any reason whatsoever to exercise any set off rights (whether by operation of law, equity, agreement or otherwise) other than as set forth in the previous sentence or in Section 8.4. 12517773.6 COINSURANCE AMENDING AGREEMENT - 4 - 9. Security . Article XV of the Coinsurance Agreement is hereby deleted in its entirety and replaced with the following: ARTICLE XV REINSURANCE SECURITY ACCOUNT Section 15.1 Reinsurance Security Agreement . Contemporaneously with the execution of this Coinsurance Amending Agreement, the Ceding Company, the Reinsurer and the Custodian will enter into a reinsurance security agreement, in the form attached hereto as Exhibit V and otherwise meeting the requirements of OSFI (such agreement, as it may be amended from time to time, being the “ Reinsurance Security Agreement ”), and the Custodian shall open an account or otherwise designate an existing account (in either case, such account being the “ Reinsurance Security Account ”) for the purposes contemplated under the Reinsurance Security Agreement and thereafter maintain such Reinsurance Security Account in accordance with the Reinsurance Security Agreement. The Collateral held within the Reinsurance Security Account must be maintained at all times in accordance with the terms and conditions of the Reinsurance Security Agreement, the Insurance Companies Act (Canada), its applicable regulations and any applicable instructions, advisories or guidelines issued by OSFI. Section 15.2 Investment of Collateral . (a) The assets held in the Reinsurance Security Account from time to time (the “ Collateral ”) shall consist of Eligible Assets. (b) The Reinsurer shall appoint either a third-party investment manager or a Citigroup Inc. affiliate to manage the assets held in the Reinsurance Security Account, pursuant to an investment management agreement in a form acceptable to the Ceding Company. The Reinsurer shall be responsible for all fees arising from the services provided by such third-party investment manager or Citigroup Inc. affiliate. Section 15.3 Adjustment of Collateral and Withdrawals . (a) Any adjustments of Collateral or withdrawal of assets from the Reinsurance Security Account shall be in compliance with the terms of the Reinsurance Security Agreement. (b) The amount of Collateral to be maintained in the Reinsurance Security Account shall be adjusted following the end of each calendar quarter or at such other time as OSFI may specify in accordance with the Reserve Report for the last calendar month of each calendar quarter provided to the Reinsurer pursuant to the terms of Section 8.1 or the instructions of OSFI. Such report shall set forth the amount by which the Reinsurance Security Account Balance equals or exceeds the Required Balance, in each case as of the end of the immediately preceding calendar quarter or at such other time as OSFI may specify. (c) If the Reinsurance Security Account Balance exceeds 105% of the Required Balance, in each case as of the end of the immediately preceding calendar quarter or at such other time as OSFI may specify, then the Reinsurer shall have the right to seek approval from the Ceding Company (which shall not be unreasonably or arbitrarily withheld, conditioned or delayed) to withdraw excess Collateral, provided that the amount of such withdrawal of excess Collateral would not reduce the Securities Account Balance to less than 105% of the Required Balance as of the end of the immediately preceding month or at such other time as OSFI may specify, and if so approved, such excess shall be withdrawn in accordance with the Reinsurance Security Agreement. (d) The Reinsurer shall, no later than twenty (20) Business Days following receipt of the Top-Up Notice or at such earlier time as OSFI may specify, place additional Collateral into the Reinsurance Security Account so that the Reinsurance Security Account Balance, as of the date such additional Collateral are so placed, is no less than the Required Balance as of the end of the immediately preceding calendar quarter or at such other time as OSFI may specify. (e) Without limitation of the other provisions of this Section 15.3, subject to obtaining the Ceding Company’s prior consent (which shall not be unreasonably or arbitrarily withheld, conditioned or delayed), the Reinsurer may remove Collateral from the Reinsurance Security Account in accordance with the Reinsurance Security Agreement; provided , however , that the Reinsurer, at the time of such withdrawal, replaces the withdrawn assets with Collateral permitted under the terms of the Reinsurance Security Agreement and by OSFI and having a Market Value equal to or greater than the Market Value of the Collateral withdrawn so that the Reinsurance Security Account Balance, as of the date of such withdrawal, is no less than the Required Balance as of the end of the immediately preceding calendar quarter or such other time as OSFI may specify. 12517773.6 COINSURANCE AMENDING AGREEMENT - 5 - Section 15.4 Cost of Reinsurance Security Account . The cost of maintaining the Reinsurance Security Account shall be borne by the Reinsurer. 10. Third Party Beneficiary . Section 16.1 of the Coinsurance Agreement is hereby amended by deleting each reference to the “Reinsurance Trust Agreement” and replacing it with a reference to the “Reinsurance Security Agreement”. 11. Title to Collateral . Section 17.3(e) of the Coinsurance Agreement is hereby deleted in its entirety and replaced with the following: (e) Good and Marketable Title to Collateral . The Reinsurer will have good and marketable title, free and clear of all liens, to all Collateral immediately prior to the deposit thereof in the Reinsurance Security Account. 12. Indemnification . Section 18.1(b) of the Coinsurance Agreement is hereby deleted in its entirety and replaced with the following: The Reinsurer agrees to indemnify and hold harmless the Ceding Company and its directors, officers, employees, agents, representatives, successors, permitted assigns and Affiliates from and against any and all Indemnification Claims relating to this Agreement and to the Reinsurance Security Agreement to the extent arising from: (i)any breach or falsity of any representation, warranty or covenant of the Reinsurer; (ii)the breach of or failure to perform any of the duties, obligations, covenants or agreements of the Reinsurer contained in this Agreement or the Reinsurance Security Agreement; or (iii)any amount owing to the Ceding Company pursuant to the Reinsurance Security Agreement, including any amount paid by the Ceding Company to the Custodian in order to indemnify or make payments to the Custodian in accordance with sections 25 and 26 of the Reinsurance Security Agreement. 13. Regulatory Matters . Section 19.1(b) of the Coinsurance Agreement is hereby amended by deleting the phrase “deposit in trust all such Trust Assets” in its entirety and replacing it with the following: “deposit into the Reinsurance Security Account all such Collateral”. 14. Duration and Entire Agreement . Each of Sections 20.1 and 21.1 of the Coinsurance Agreement are hereby amended by deleting the references to the “Reinsurance Trust Agreement” and replacing them with references to the “Reinsurance Security Agreement”. 15. Consent to Jurisdiction . Section 21.6 of the Coinsurance Agreement is hereby deleted in its entirety and replaced with the following “Intentionally Deleted”. 16. Replacement of References . For greater certainty and without limiting the generality of the foregoing, and after giving effect to the other amendments contemplated in this Coinsurance Amending Agreement, all references within the Coinsurance Agreement to: (a) the “Reinsurance Trust Agreement” are hereby deleted and replaced with a reference to the “Reinsurance Security Agreement”, (b) the “Reinsurance Trust Account” are hereby deleted and replaced with a reference to the “Reinsurance Security Account”, and (c) the “Reinsurance Trust Account Balance” are hereby deleted and replaced with a reference to the “Reinsurance Security Account Balance”. 17. Exhibit V . Exhibit V of the Coinsurance Agreement is hereby amended by changing the title thereof to “Form of Reinsurance Security Agreement” and deleting the attachment thereto in its entirety and replacing with the form of reinsurance security agreement attached hereto as Appendix 1. 18. Exhibit VII . Exhibit VII of the Coinsurance Agreement is hereby amended by replacing each reference to the “Reinsurance Trust Account” with a reference to the “Reinsurance Security Account”, and each reference to the “Reinsurance Trust Agreement” with a reference to the “Reinsurance Security Agreement”. 19. Further Assurances . Each of the parties hereto hereby covenants and agrees to promptly do, execute and deliver, or cause to be done, executed and delivered all such further acts, documents and things as may be necessary or desirable to give full force and effect to the terms and conditions of this Coinsurance Amending Agreement. 20. Headings . The inclusion of headings in this Coinsurance Amending Agreement is for convenience of reference only and shall not affect the construction or interpretation of this Coinsurance Amending Agreement. 12517773.6 COINSURANCE AMENDING AGREEMENT - 6 - 21. Entire Agreement . This Coinsurance Amending Agreement, together with the Coinsurance Agreement, constitutes the entire agreement among the parties hereto pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, warranties, representations or other agreements (whether oral or written, express or implied, statutory or otherwise) between the parties hereto in connection with the subject matter of this Coinsurance Amending Agreement, except as specifically set out herein. 22. Governing Law . This Coinsurance Amending Agreement shall be governed by, and enforced, construed and interpreted in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. 23. Assignment, Successors and Assigns . This Coinsurance Amending Agreement shall enure to the benefit of and be binding on the parties hereto, and their respective predecessors, successors, and assigns. Neither this Coinsurance Amending Agreement, nor any rights or obligations hereunder, may be assigned by either of the parties hereto, except as set forth expressly in the Coinsurance Agreement. 24. Counterparts . This Coinsurance Amending Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same document. Counterparts may be executed either in original, faxed or electronic form and the parties hereto adopt any signatures received by a receiving fax machine or in portable document format (PDF) as original signatures of the parties; provided, however, that any party providing its signature in such manner will promptly forward to the other party hereto an original of the signed copy of this Agreement which was so faxed or sent by PDF. 12517773.6 COINSURANCE AMENDING AGREEMENT - 7 - IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. PRIMERICA LIFE INSURANCE COMPANY OF CANADA By:/s/ John A. Adams Name:John A. Adams Title:CEO FINANCIAL REASSURANCE COMPANY 2010, LTD. By:/s/ REZA SHAH Name:REZA SHAH Title:PRESIDENT 12517773.6 COINSURANCE AMENDING AGREEMENT Appendix 1 Form of Reinsurance Security Agreement [see attached] 12517773.6 COINSURANCE AMENDING AGREEMENT Execution Version FINANCIAL REASSURANCE COMPANY 2010, LTD. as Pledgor and PRIMERICA LIFE INSURANCE COMPANY OF CANADA as Secured Party and RBC DEXIA INVESTOR SERVICES TRUST as Custodian REINSURANCE SECURITY AGREEMENT December 31, 2011 12519155.10 Legal*6759570.3 TA17132 Dec 2011 TABLE OF CONTENTS SECTION 1 DEFINED TERMS AND INTERPRETATION. 1 SECTION 2 THE SECURITIES ACCOUNT. 4 SECTION 3 GRANT OF SECURITY. 5 SECTION 4 SECURED OBLIGATIONS. 5 SECTION 5 ATTACHMENT. 6 SECTION 6 DUTIES OF THE SECURED PARTY. 6 SECTION 7 RIGHTS OF THE PLEDGOR. 6 SECTION 8 EXPENSES. 6 SECTION 9 ENFORCEMENT. 7 SECTION 10 REMEDIES. 7 SECTION 11 EXERCISE OF REMEDIES. 8 SECTION 12 APPOINTMENT OF ATTORNEY. 8 SECTION 13 DEALING WITH THE COLLATERAL. 8 SECTION 14 STANDARDS OF SALE. 8 SECTION 15 DEALINGS BY THIRD PARTIES. 9 SECTION 16 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. 9 SECTION 17 COLLATERAL MATTERS. 10 SECTION 18 APPOINTMENT AND DUTIES OF THE CUSTODIAN. 11 SECTION 19 DIRECTED POWERS. 12 SECTION 20 CONTRACTUAL SETTLEMENT. 13 SECTION 21 SERVICES TO BE PERFORMED WITHOUT DIRECTION. 13 SECTION 22 EXPRESS PROVISIONS. 14 SECTION 23 SECURITY INTEREST, SET-OFF AND DEDUCTION 14 SECTION 24 WAIVER BY CUSTODIAN. 15 SECTION 25 CHARGES OF THE CUSTODIAN. 15 SECTION 26 INDEMNIFICATION OF CUSTODIAN. 15 SECTION 27 LIMITATION OF CUSTODIAN LIABILITY. 15 SECTION 28 REMOVAL AND RESIGNATION OF THE CUSTODIAN. 17 SECTION 29 NO CONFLICT. 18 SECTION 30 COMMUNICATIONS AND DIRECTIONS. 18 SECTION 31 CONFIDENTIALITY. 21 SECTION 32 GENERAL. 21 12519155.10 Legal*6759570.3 TA17132 Dec 2011 REINSURANCE SECURITY AGREEMENT Reinsurance Security Agreement dated as of the 31 st day of December, 2011 made between: Financial Reassurance Company 2010, Ltd ., a reinsurance company incorporated under the laws of Bermuda and registered as an insurer pursuant to the Insurance Act 1978 of Bermuda, and having its head office located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda (together with its successors and permitted assigns, the “Pledgor”); -and- Primerica Life Insurance Company of Canada , an insurance company incorporated under the federal laws of Canada and having its head office located at 2000 Argentia Road, Plaza V, Suite 300, Mississauga, Ontario L5N 2R7, Canada (together with its successors and permitted assigns, the “Secured Party”); -and- RBC Dexia Investor Services Trust , a trust company incorporated under the laws of Canada and having its head office located at 155 Wellington Street West, 10th Floor, Toronto, Ontario M5V 3L3 (together with its successors and permitted assigns, the “Custodian”) RECITALS: (i)The Secured Party is authorized to carry on insurance business in Canada under the Insurance Companies Act (Canada) (the “ ICA ”); (ii)The Pledgor and the Secured Party have entered into the 2010 Coinsurance Agreement, pursuant to which the Pledgor has agreed to reinsure certain risks for the benefit of the Secured Party; (iii)The Pledgor is not authorized under the ICA to reinsure risks in Canada; (iv)The Secured Party will only receive credit for capital purposes under the ICA for reinsurance ceded under the 2010 Coinsurance Agreement if security is maintained in Canada in respect of the reinsurance liabilities of the Pledgor in accordance with the Superintendent’s guidance on reinsurance arrangements; (v)The Pledgor has agreed to provide security to the Secured Party for its obligations pursuant to the 2010 Coinsurance Agreement and has agreed to enter into this Agreement and to perform the obligations of the Pledgor described hereunder; (vi)The Pledgor and the Secured Party desire to retain the Custodian to act as custodian of the Collateral in accordance with the terms of this Agreement and to provide safekeeping and custodial services in respect of the Collateral; and (vii)The Custodian has agreed to act as custodian of the Collateral and to provide safekeeping and custodial services in respect of the Collateral, all on the terms and conditions of this Agreement. In consideration of the foregoing and the mutual agreements herein set forth and other good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows. Section 1 Defined Terms and Interpretation. (1)As used in this Agreement, the following terms have the following meanings: “Affiliate” shall have the meaning set out in the Canada Business Corporations Act , as amended from time to time, and any successor legislation thereto as in effect from time to time. “Agent” means any agent, service provider, advisor or other entity appointed by the Custodian to assist in providing services under this Agreement, and may include Affiliates and subsidiaries of the Custodian, but for greater certainty, shall not include any agent or Affiliate of the Pledgor or the Secured Party. “Agreement” means this Reinsurance Security Agreement, as supplemented or amended, restated or replaced from time to time. 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 2 - “Applicable Law” means in relation to any person, any existing or future laws, regulations, policies or orders made and promulgated under statutory authority by any governmental or regulatory body, commission or agency purporting to have jurisdiction over such person whether or not having the force of law, including, without limitation, laws in relation to taxation, all as the same may be amended from time to time. “Blocking Service” has the meaning specified in Section 2(4) “Business Day” means a day, other than a Saturday or a Sunday, on which banks are open for general business in Toronto, Ontario. “Collateral” has the meaning specified in Section 3. “Contractual Settlement Date” means: (i)with respect to the purchase or sale of any security, the date the parties have contracted to settle the trade; (ii)with respect to the purchase or sale of any short term money market investments, the date specified by the Pledgor at the time at which it gave instructions to the Custodian; (iii)with respect to the maturity of a security, the maturity date; and (iv)with respect to interest and dividend payments, the due date established by the payor. “Corporate Action” means any conversion privileges, subscription rights, warrants or other rights or options available to the holder in connection with any securities which form part of the Collateral, including those relating to the reorganization, recapitalization, takeover, consolidation, amalgamation, merger, liquidation, filing for or declaration of bankruptcy or plans of arrangement of any corporation or association. “Custodian” means RBC Dexia Investor Services Trust, a trust company continued under the laws of Canada, and any successor Custodian appointed pursuant hereto, and their respective successors and assigns. “Custodian Security Interest” has the meaning specified in Section 23(5). “Declaration” means a declaration in the form and with the supplementary information approved by the Superintendent, setting out the Market Value of the Collateral as of the date of such report. “Depository” means any authorized domestic depository or clearing or settlement agency or system, including a transnational book-based system, and shall include CDS Clearing and Depository Services Inc. and its successors and assigns. “Direction” means any directions, notices, requests, instructions and any other communication of the Pledgor, the Secured Party or any Investment Manager (including, for greater certainty, Entitlement Orders) given to the Custodian in accordance with the terms of this Agreement and “Direct” means to give a Direction. “Entitlement Order” means an “entitlement order” as defined in the STA. “Event of Default” has the meaning specified in Section 9. “Expenses” has the meaning specified in Section 4(b). “Fee Schedule” means the schedule of fees payable hereunder as agreed to by the parties, as amended from time to time. “Investment Manager” means any person or entity designated by the Pledgor as an investment manager pursuant to Section 7. “Lien” means (i) any mortgage, charge, pledge, hypothecation, security interest, assignment by way of security, encumbrance, lien (statutory or otherwise), hire purchase agreement, conditional sale agreement, deposit arrangement, title retention agreement or arrangement, or any other assignment, arrangement or condition that in substance secures payment or performance of an obligation, (ii) any trust arrangement, or (iii) any agreement to grant any such rights or interests. “Market Value” means the market value of the Collateral, as determined by the Custodian in accordance with the terms of this Agreement. “Minimum Market Value” means the amount required pursuant to the Guideline on the Minimum Continuing Capital and Surplus Requirement for Life Companies, as amended from time to time, in order to avoid any capital deduction or margin requirement as a result of entering into, and ceding risks to the Pledgor pursuant to the terms of the 2010 Coinsurance Agreement. 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 3 - “Notice of Exclusive Control” means a notice from the Secured Party to the Custodian and the Pledgor in substantially the form attached hereto as Schedule “B”. “Overdraft” has the meaning specified in Section 23(1). “Permitted Investments” means Eligible Assets as defined in the Reinsurance Agreement and set out in the document titled “FINANCIAL REASSURANCE COMPANY 2010, LTD - PRIMERICA LIFE INSURANCE COMPANY OF CANADA TRUST ACCOUNT - ACCOUNT NUMBER 110335034 - INVESTMENT PORTFOLIO GUIDELINES” dated as of March 3, 2010, provided that they are held and settled through CDS Clearing and Depository Services Inc. or are represented by physical certificates delivered to, and registered or endorsed in the name of, the Custodian or its nominee. “Person” means any natural person, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, company, limited liability company, institution, public benefit corporation, investment or other fund, government (whether federal, provincial, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof) or other entity of any nature. “Pledgor Obligations” has the meaning specified in Section 23(5). “PPSA” means the Personal Property Security Act (Ontario), including any regulation promulgated thereunder, as amended from time to time. “Release Date” means the date on which all the Secured Obligations have been indefeasibly paid and discharged in full and the Secured Party and the Pledgor have no further dealings pursuant to which further Secured Obligations might arise. For greater certainty, “Release Date” shall include the date on which the Secured Party recaptures all of the reinsurance liabilities of the Pledgor under the 2010 Coinsurance Agreement or the 2010 Coinsurance Agreement is terminated in accordance with Article XX therein. “Secured Obligations” has the meaning specified in Section 4(a). “Securities Account” means each account opened or maintained by the Pledgor with the Custodian for purposes of this Agreement or which the parties may agree is to be a Securities Account for purposes of this Agreement. “Security Interest” has the meaning specified in Section 4. “STA” means the Securities Transfer Act, 2006 (Ontario) and the regulations promulgated thereunder, as amended from time to time. “Standard of Care” has the meaning specified in Section 27(1). “Superintendent” mean the Superintendent of Financial Institutions, appointed pursuant to the Office of the Superintendent of Financial Institutions Act. “2010 Coinsurance Agreement” means the reinsurance agreement between the Secured Party and the Pledgor described in Schedule “A”, as amended or supplemented from time to time. “Voting Materials” means all proxies, proxy solicitation materials and other communications received by the Custodian relating to any securities which form part of the Collateral and that call for voting. (2)Terms defined in the PPSA or the STA and used but not otherwise defined in this Agreement have the same meanings as in the PPSA or STA, as the case may be. For greater certainty, the terms “investment property” , “money” and “proceeds” have the meanings given to them in the PPSA; and the terms “certificated security” , “control” , “deliver” , “entitlement holder” , “entitlement order” , “financial asset” , “security” , “securities account” , “securities intermediary” , “security entitlement” and “uncertificated security” have the meanings given to them in the STA. (3)In this Agreement the words “including” , “includes” and “include” mean “including (or includes or include) without limitation” . The expressions “Section” and other subdivision followed by a number mean and refer to the specified Section or other subdivision of this Agreement. (4)Any reference in this Agreement to gender includes all genders. Words importing the singular number only include the plural and vice versa. (5)The division of this Agreement into Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect its interpretation. 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 4 - (6)Any reference in this Agreement to this Agreement, any other agreement or any instrument, means this Agreement, such other agreement, or such instrument, in each case, as the same may have been or may from time to time be amended, modified, extended, renewed, restated, replaced or supplemented and includes all schedules attached thereto. Except as otherwise provided in this Agreement, any reference in this Agreement to a statute refers to such statute and all rules and regulations made under it as the same may have been or may from time to time be amended or re-enacted. Section 2 The Securities Account. (1)The Custodian shall open and maintain the Securities Account as an account of, and in the name of, the Pledgor, or shall designate an existing account as a Securities Account for purposes of this Agreement. The parties hereby agree that the account described in Schedule “C” is and shall be a “Securities Account” for purposes of this Agreement. (2)The Securities Account shall be opened and maintained at the offices of the Custodian in Toronto, Ontario. The Custodian will not change the location, name or account number of any Securities Account without the prior written consent of the Pledgor and the Secured Party. The Securities Account shall be administered upon the terms and conditions set forth herein. The Custodian agrees to hold the Collateral as client property separate and apart from its general property. Notwithstanding Section 17.1(l)(c) of the PPSA, or equivalent legislation in any other jurisdiction, the Custodian shall not lend, re-pledge or re-hypothecate the Collateral. (3)The Pledgor shall, from time to time, deposit, contribute or deliver property to the Securities Account as required by the terms of the 2010 Coinsurance Agreement. (4)The Pledgor shall ensure that all property deposited, contributed or delivered by it to the Securities Account, or in which it Directs that amounts in the Securities Account be invested, consists of Permitted Investments and cash deposited in the Securities Account in the normal course of operating an investment securities account. While it is the Pledgor’s obligation to ensure that all property delivered by it to the Securities Account consists of Permitted Investments and the Secured Party has access to statements of the Securities Account to permit it to confirm that the assets in the Securities Account are Permitted Investments, as a supplemental control, the Custodian may, at its sole discretion, block the settlement of property that is non-CDS eligible into the Securities Account (the “Blocking Service” ). On each occasion that the Custodian provides the Blocking Service, it shall promptly notify the Secured Party and the Pledgor of any property that has not settled into the Securities Account due to the Blocking Service. The Pledgor and the Secured Party shall not Direct the Custodian to use any part of the Collateral in a securities lending program. (5)The Custodian shall determine the Market Value of the Collateral at such times as required for purposes of this Agreement. In determining such Market Values, the Custodian shall use nationally recognized pricing services for property for which such prices are available, and for property for which such prices are not available, the Market Value shall be the market value or estimated market value agreed by the Secured Party and the Pledgor (or the Investment Manager on its behalf). The Custodian shall not be liable for any loss, damage or expense, arising as a result of (i) an error in such data sources, or (ii) market values or estimated market values provided by the Pledgor or the Secured Party or for any delay or failure of either party providing such market values or estimated market values. (6)The Pledgor shall ensure that the Market Value of the Permitted Investments forming part of the Collateral shall at all times be at least equal to the Minimum Market Value. If the Market Value of the Permitted Investments forming part of the Collateral shall at any time fall below the Minimum Market Value, the Pledgor shall promptly deposit in the Securities Account additional Collateral with a Market Value sufficient to bring the Market Value of the Permitted Investments forming part of the Collateral to at least the Minimum Market Value. (7)The Pledgor may not withdraw, and the Custodian shall not comply with any Entitlement Order issued by the Pledgor to withdraw, any of the Collateral from the Securities Account without the joint written Direction of the Pledgor and the Secured Party. Upon any withdrawal made in accordance with this Section 2(7), the Collateral withdrawn shall cease to be subject to the Security Interest and shall cease to be Collateral. The Security Interest shall not otherwise terminate except by means of the earlier of (i) the Release Date or (ii) a discharge in writing executed by the Secured Party in accordance with Section 30. The Custodian shall be entitled to set off against any Collateral withdrawn by the Pledgor pursuant to this Section 2(7) any fees and expenses due and payable to it by the Pledgor pursuant to this Agreement. (8)No withdrawal of Collateral pursuant to Section 2(7) shall prejudice the right of the Secured Party to subsequently require, or the obligation of the Pledgor to make, delivery of new Collateral in accordance with the terms of the 2010 Coinsurance Agreement and this Agreement. 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 5 - (9)Notwithstanding anything in this Agreement to the contrary, the Custodian agrees that it will comply with any Entitlement Orders originated by the Secured Party, without the further consent of the Pledgor. Upon receipt by the Custodian of a written notice from the Secured Party of a Notice of Exclusive Control, the Custodian shall promptly cease to comply with Entitlement Orders of the Pledgor or the Investment Manager with respect to the Collateral or the Securities Account (including without limitation Directions pursuant to Section 7(1) and Section 7(2)). In complying with any such Notice of Exclusive Control, the Custodian shall be entitled to a reasonable period of time to implement the Notice of Exclusive Control and shall not be required to cease processing a pending transaction not involving the withdrawal of property from the Securities Account pursuant to a Direction that was received by the Custodian prior to receiving the Notice of Exclusive Control. Other than the delivery of an Entitlement Order, no other statement or document need be presented by the Secured Party to withdraw any of the Collateral from the Securities Account, except that the Secured Party shall acknowledge to the Custodian receipt of such withdrawn Collateral. (10)As between the Secured Party and the Pledgor, the Secured Party agrees that it may only deliver a Notice of Exclusive Control to the Custodian if an Event of Default has occurred and is continuing. Section 3 Grant of Security. The Pledgor grants to the Secured Party a security interest in, and assigns, mortgages, charges, hypothecates and pledges to the Secured Party, the following (collectively, the “Collateral” ): (a)the Securities Account (b)all of the credit balances, security entitlements, securities, cash, and other financial assets and other property (or their value) from time to time held in the Securities Account; (c)all securities and other property derived from any dealing with or distribution of any property referred to in this Section 3; (d)all substitutions and replacements of, increases and additions to the property described in Section 3(a), Section 3(b) and Section 3(c), including as a result of any merger, amalgamation, arrangement, consolidation, subdivision, reclassification, stock dividend or other adjustment; and (e)all proceeds in any form derived directly or indirectly from any dealing with all or any part of the property described in Section 3(a), Section 3(b), Section 3(c) and Section 3(d), including the proceeds of such proceeds. Section 4 Secured Obligations. The security interest, assignment, mortgage, charge, hypothecation and pledge granted by this Agreement (collectively, the “Security Interest” ) secures the payment and performance of: (a)all of the Pledgor’s present and future obligations to the Secured Party to pay the Pledgor’s share of any loss or liability or both (including where required by the 2010 Coinsurance Agreement, any loss or liability on account of claims incurred but not reported) sustained by the Secured Party for which the Pledgor is liable under the 2010 Coinsurance Agreement and all of the Pledgor’s other present and future debts, liabilities and obligations to the Secured Party, direct or indirect, absolute or contingent, whether alone or with others, pursuant to or in connection with the 2010 Coinsurance Agreement or this Agreement (collectively, and together with the Expenses, the “Secured Obligations” ); and (b)all reasonable legal fees, court costs, receiver’s or agent’s remuneration and other expenses of taking possession of, realizing, collecting, selling, transferring, delivering or obtaining payment for the Collateral upon the Security Interest becoming enforceable, and of taking, defending or participating in any action or proceeding in connection with any of the foregoing matters (collectively, the “Expenses”). 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 6 - Section 5 A ttachment. (1)The Pledgor acknowledges that (i) value has been given, (ii) it has rights in the Collateral or the power to transfer rights in the Collateral to the Secured Party (other than after- acquired Collateral), (iii) it has not agreed to postpone the time of attachment of the Security Interest, and (iv) it has received a copy of this Agreement. (2)At the request of the Secured Party, the Pledgor will take all action that the Secured Party deems advisable to cause the Secured Party to have control over any securities or other investment property delivered by the Pledgor pursuant to the 2010 Coinsurance Agreement or this Agreement or that is now or at any time becomes Collateral, including (i) causing the Collateral to be transferred to or registered in the name of the Custodian or its nominee, (ii) endorsing any certificated securities to the Custodian or its nominee by an effective endorsement, (iii) directing CDS Clearing and Depository Services Inc. that the Collateral is to be credited to an account in the name of the Custodian or its nominee, (iv) delivering the Collateral to the Custodian, and (v) delivering to the Custodian any and all consents or other documents or agreements which may be necessary to effect the transfer of any Collateral to the Custodian. Section 6 Duties of the Secured Party. (1)The Secured Party has no obligation to exercise any option or right in connection with any Collateral. The Secured Party has no obligation to protect or preserve any Collateral from depreciating in value or becoming worthless and is released from all responsibility for any loss of value whether such Collateral is in the possession of, is a security entitlement of, or is subject to the control of, the Secured Party, the Custodian, the Pledgor or any other Person. The Custodian shall comply with its Standard of Care in the physical keeping of any Collateral. Section 7 Rights of the Pledgor. (1)Until the Secured Party has delivered a Notice of Exclusive Control, the Pledgor shall be entitled, subject to Section 2(4), Section 2(6) and Section 2(7), to Direct the Custodian as to the manner of investment of the Collateral and to otherwise deal with the Collateral in the ordinary course of business. The Custodian may establish reasonable requirements relative to the time or times by which Direction must be given and shall advise the Pledgor of those requirements. The Pledgor may, by Direction to the Custodian and the Secured Party, designate an Investment Manager to manage the investment of some or all of the Collateral as identified by the Pledgor, and to provide Directions to the Custodian with regard to the investment of the Collateral. The Custodian may assume that the designation of an Investment Manager continues in force until it receives a written Direction from the Pledgor to the contrary. Whenever a Notice of Exclusive Control has been delivered to the Custodian, all rights of the Pledgor, or any Investment Manager, to Direct the Custodian as to the manner of investment of the Collateral shall terminate and all such rights shall become vested solely and absolutely in the Secured Party. (2)Until the Secured Party has delivered a Notice of Exclusive Control, the Pledgor shall be entitled to Direct the Custodian with respect to the exercise of the voting rights attached to the securities and other financial assets that are part of the Collateral. The Custodian may establish reasonable requirements relative to the time or times by which any such Directions must be given and shall advise the Pledgor of those requirements. Following delivery to the Custodian of a Notice of Exclusive Control, all rights of the Pledgor to vote or to Direct the voting (including under any proxy given by the Custodian or the Secured Party (or a nominee) or otherwise) shall cease and all such rights become vested solely and absolutely in the Secured Party. (3)All dividends, interests, distributions and other amounts related to the Collateral shall be collected by the Custodian, credited to the Securities Account and shall constitute Collateral, unless and until released in accordance with Section 2(7). Any dividend, interest, cash or other amounts received by the Pledgor contrary to this Section 7(3) will be held by the Pledgor as trustee for the Secured Party and shall be immediately paid over to the Custodian, or after the giving of a Notice of Exclusive Control, to or to the order of the Secured Party. Section 8 Expenses. The Pledgor is liable for and will pay on demand by the Custodian or Secured Party, as the case may be, any and all Expenses of the Custodian or the Secured Party. For greater certainty, each party hereto shall be responsible for all expenses, including legal fees, incurred by such party in connection with the negotiation of this Agreement. As between the Pledgor and the Secured Party only, each shall pay for their own legal opinions, any financing statements delivered or filed in accordance herewith, and any other filing fees and disbursements related thereto, and any legal fees incurred in connection therewith, and neither of the Pledgor or the Secured Party shall be responsible for such expenses incurred by the other party. 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 7 - Section 9 En forcement. (1)The Security Interest shall become and be enforceable against the Pledgor upon the occurrence of any one or more of the following events (each, an “Event of Default” ): (a)the Pledgor is no longer authorized in its home jurisdiction to carry on the business of reinsurance; (b)the Pledgor fails to make any payment when due (following the expiry of any cure period provided for in the 2010 Coinsurance Agreement) under the 2010 Coinsurance Agreement (whether on a scheduled payment date or upon default or termination); (c)the Pledgor defaults in any of its other duties and obligations under the 2010 Coinsurance Agreement (following the expiry of any cure period provided for in the 2010 Coinsurance Agreement); (d)any representation or warranty made by the Pledgor in this Agreement is breached or is incorrect in any respect and the Pledgor fails to remedy such breach and cause such representation or warranty to become correct in all respects within three Business Days of receipt of notice from the Secured Party requiring it to do so; (e)the Pledgor fails to perform any of its undertakings, covenants or agreements in this Agreement and such failure is not remedied on or before the third Business Day following the day in which notice of such failure has been given by the Secured Party to the Pledgor; (f)the Pledgor becomes insolvent or unable to pay its debts as they fall due or fails or admits in writing its inability to pay its debts as they fall due; (g)the Pledgor institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (i) results in a judgment of insolvency or liquidation, or (ii) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof provided the Pledgor is diligently pursuing the dismissal, discharge, stay or restrain during such time; (h)one or more supervisory or regulatory authorities takes control of all or substantially all of the assets of the Pledgor, with the intention that such authority or authorities act as administrator, liquidator or provisional liquidator, receiver or interim receiver, trustee, custodian or other similar officer; or (i)a liquidator or receiver of the Pledgor or of any part of the insurance business of the Pledgor is appointed under the provisions of any statute or pursuant to any agreement between the Pledgor and a third party. (2)The Pledgor and the Secured Party hereby acknowledge and agree that the Custodian shall in no way be required to confirm or verify that an Event of Default has occurred or is continuing prior to acting upon a Notice of Exclusive Control or an Entitlement Order given to the Custodian in accordance with the terms of this Agreement. Section 10 Remedies. The Secured Party and the Pledgor agree that, upon the occurrence and during the continuance of an Event of Default, the Secured Party may realize upon the Collateral and enforce the rights of the Secured Party by: (a)delivering a Notice of Exclusive Control to the Custodian; (b)realizing upon or otherwise disposing of or contracting to dispose of the Collateral by sale, transfer or delivery; (c)exercising and enforcing all rights and remedies of a holder of the Collateral as if the Secured Party were the absolute owner thereof (including, if necessary, causing the Collateral to be registered in the name of the Secured Party or its nominee if not already done); (d)collecting any proceeds arising in respect of the Collateral; (e)directing the Custodian to transfer all Collateral held by the Custodian in the Securities Account to another account maintained with, by or on behalf of the Secured Party or otherwise as the Secured Party may Direct, and the Custodian shall comply with any such Direction; (f)applying any proceeds arising in respect of the Collateral in accordance with Section 32(11); and (g)exercising any other remedy or proceeding authorized or permitted under the PPSA or otherwise by Applicable Law or equity. 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 8 - Section 11 Exerc ise of Remedies. The remedies under Section 10 may be exercised from time to time separately or in combination and are in addition to, and not in substitution for, any other rights of the Secured Party however arising or created. The Secured Party is not bound to exercise any right or remedy, and the exercise of rights and remedies is without prejudice to the rights of the Secured Party in respect of the Secured Obligations including the right to claim for any deficiency. Section 12 Appointment of Attorney. Effective upon the occurrence and during the continuance of an Event of Default, the Pledgor hereby irrevocably constitutes and appoints the Secured Party (and any officer of the Secured Party) the true and lawful attorney of the Pledgor to take any and all appropriate action and to execute any and all documents as, in the opinion of the Secured Party, may be necessary to accomplish the purposes of this Agreement. As the attorney of the Pledgor, the Secured Party has the power to exercise for and in the name of the Pledgor with full power of substitution, at any time that the Security Interest is enforceable, any of the Pledgor’s right (including the right of disposal), title and interest in and to the Collateral including the execution, endorsement, delivery and transfer of the Collateral to the Secured Party, its nominees or transferees, and the Secured Party and its nominees or transferees are hereby empowered to exercise all rights and powers and to perform all acts of ownership with respect to the Collateral to the same extent as the Pledgor might do. This power of attorney is irrevocable until the Release Date, is coupled with an interest, has been given for valuable consideration (the receipt and adequacy of which is acknowledged) and survives, and does not terminate upon, the bankruptcy, dissolution, winding up or insolvency of the Pledgor. This power of attorney extends to and is binding upon the Pledgor’s successors and assigns. The Pledgor authorizes the Secured Party to delegate in writing to another Person any power and authority of the Secured Party under this power of attorney as may be necessary or desirable in the opinion of the Secured Party, and to revoke or suspend such delegation. For greater certainty, this power of attorney is revoked upon the termination of this Agreement. Section 13 Dealing with the Collateral. In exercising its rights upon the occurrence and the continuance of an Event of Default: (a)the Secured Party is not obliged to exhaust its recourse against the Pledgor or any other Person or against any other security it may hold in respect of the Secured Obligations before realizing upon or otherwise dealing with the Collateral in such manner as the Secured Party may consider desirable; (b)the Secured Party may grant extensions or other indulgences, take and give up securities, accept compositions, grant releases and discharges and otherwise deal with the Pledgor and with other Persons, sureties or securities as it may see fit without prejudice to the Secured Obligations, the liability of the Pledgor or the rights of the Secured Party in respect of the Collateral; and (c)except as otherwise provided by Applicable Law or this Agreement, the Secured Party is not (i) liable or accountable for any failure to collect, realize or obtain payment in respect of the Collateral, (ii) bound to institute proceedings for the purpose of collecting, enforcing, realizing or obtaining payment of the Collateral or for the purpose of preserving any rights of any Persons in respect of the Collateral, (iii) responsible for any loss occasioned by any sale or other dealing with the Collateral or by the retention of or failure to sell or otherwise deal with the Collateral, or (iv) bound to protect the Collateral from depreciating in value or becoming worthless. Section 14 Standards of Sale. Without prejudice to the ability of the Secured Party to dispose of the Collateral in any manner which is commercially reasonable after the occurrence and during the continuance of an Event of Default, the Pledgor acknowledges that: (a)the Collateral may be disposed of in whole or in part; (b)the Collateral may be disposed of by public auction, public tender or private contract, with or without advertising and without any other formality; (c)any assignee of such Collateral may be the Secured Party or a customer of the Secured Party; (d)any sale conducted by the Secured Party will be at such time and place, on such notice and in accordance with such procedures as the Secured Party, in its sole discretion, may deem advantageous; 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 9 - (e)the Collateral may be disposed of in any manner and on any terms necessary to avoid violation of Applicable Law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that the prospective bidders and purchasers have certain qualifications, and restrict the prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of the Collateral) or in order to obtain any required approval of the disposition (or of the resulting purchase) by any governmental or regulatory authority or official; (f)a disposition of the Collateral may be on such terms and conditions as to credit or otherwise as the Secured Party, in its sole discretion, may deem advantageous; and (g)the Secured Party may establish an upset or reserve bid or price in respect of the Collateral. Section 15 Dealings by Third Parties. (1)No Person dealing with the Secured Party or an agent or receiver appointed at the instance of the Secured Party is required to determine (i) whether the Security Interest has become enforceable, (ii) whether the powers which such Person is purporting to exercise have become exercisable, (iii) whether any money remains due to the Secured Party or the Custodian by the Pledgor, (iv) the necessity or expediency of the stipulations and conditions subject to which any sale or lease is made, (v) the propriety or regularity of any sale or other dealing by the Secured Party with the Collateral, or (vi) how any money paid to the Secured Party has been applied. (2)Any bona fide purchaser of all or any part of the Collateral from the Secured Party or any receiver or agent will hold the Collateral absolutely, free from any claim or right of whatever kind, including any equity of redemption, of the Pledgor, which it specifically waives (to the fullest extent permitted by Applicable Law) as against any such purchaser together with all rights of redemption, stay or appraisal which the Pledgor has or may have under any rule of law or statute now existing or hereafter adopted. Section 16 Representations, Warranties and Covenants of the Pledgor. The Pledgor represents and warrants (which representations and warranties will be deemed to be repeated as of each date on which the Pledgor delivers Collateral) and undertakes to the Secured Party and the Custodian that: (a)the Pledgor is an insurance company duly incorporated and validly existing under the laws of its jurisdiction of incorporation and is not in liquidation, is authorized in its jurisdiction of incorporation to carry on the business of reinsurance and has the corporate power and authority to enter into this Agreement and to exercise its rights and perform its obligations hereunder and has taken all corporate and other action required to authorise its execution and performance of this Agreement; (b)the Pledgor owns, or will at the time of it being credited to the Securities Account own, the Collateral free and clear of all Liens (other than the Security Interest and the Custodian Security Interest) and other adverse claims and the Pledgor is entitled to grant the Security Interest and the Custodian Security Interest created pursuant to this Agreement; (c)this Agreement does not conflict in any material respect with any contractual or other obligation binding upon the Pledgor or with the constitutional documents of the Pledgor; (d)the Security Interest created pursuant to this Agreement constitutes and will constitute a first priority security interest over the Collateral, not subject to any prior or pari passu security interest (other than the Custodian Security Interest); (e)this Agreement has been duly executed and delivered by the Pledgor and constitutes the legal, valid and binding obligations of the Pledgor, enforceable in accordance with its terms; (f)other than with the prior written consent of the Secured Party, the Pledgor shall not dispose of the Collateral, shall not create any Liens, other than the Security Interest and the Custodian Security Interest created by this Agreement, in respect of the Collateral (irrespective of whether ranking behind the Security Interest created hereby), shall not permit the existence of any such Lien, and shall not grant control over any of the Collateral to any Person other than the Secured Party; (g)to the Pledgor’s knowledge, no transfer restrictions apply to any of the Collateral, except as have been complied with; (h)the Pledgor does not know of any claim to or interest in any Collateral, including any adverse claims. If any Person asserts any Lien, encumbrance or adverse claim against any of the Collateral, the Pledgor will promptly notify the Secured Party; 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 10 - (i)the Pledgor has not consented to, will not consent to, and has no knowledge of any control by any Person with respect to any Collateral, other than the Secured Party; (j)the Pledgor will notify the Secured Party immediately upon becoming aware of any change in an “issuer’s jurisdiction” within the meaning of the STA and the equivalent legislation in any other jurisdiction in respect of any Collateral that are uncertificated securities; (k)the Pledgor will not change its name in any manner or its jurisdiction of incorporation without providing at least 30 days’ prior written notice to the Secured Party and the Custodian; (1)the head office and chief executive office of the Pledgor is located at the location specified in the 2010 Coinsurance Agreement or otherwise provided to the Secured Party, and the Pledgor will not change the jurisdiction of its head office or chief executive office without providing at least 30 days’ prior written notice to the Secured Party; and (m)the Pledgor will grant to the Secured Party such further security interests, assignments, mortgages, charges, hypothecations and pledges in such of the Collateral that is not effectively subject to a valid and perfected first ranking security interest pursuant to this Agreement, and in each relevant jurisdiction as reasonably determined by the Secured Party. The Pledgor will perform all acts, execute and deliver all agreements, documents and instruments and take such other steps as are reasonably requested by the Secured Party at any time to register, file, signify, publish, perfect, maintain, protect, and enforce the Security Interest including: (i) executing, recording and filing of financing or other statements, and paying all taxes, fees and other charges payable, (ii) placing notations on its books of account to disclose the Security Interest, (iii) delivering acknowledgements, confirmations and subordinations that may be necessary to ensure that the Security Interest constitutes a valid and perfected first ranking security interest, (iv) executing and delivering any certificates, endorsements, instructions, agreements, documents and instruments, required to register, file, signify, publish, perfect, maintain, protect and enforce the Security Interest. The documents contemplated by this paragraph must be in form and substance reasonably satisfactory to the Secured Party. Section 17 Collateral Matters. (1)The Custodian acknowledges and agrees that: (a)the Collateral is and will at all times be held by the Custodian in Canada; (b)the Custodian represents and warrants to the Secured Party that it is a Canadian financial institution and is not an Affiliate of the Pledgor, and covenants to remain a Canadian financial institution and not an Affiliate of the Pledgor so long as this Agreement remains in force; (c)subject to the provisions set out herein, it has not acquired and will not acquire any right, title or interest in the Collateral on its own behalf other than such rights as it may have as securities intermediary with respect thereto (including the Custodian Security Interest) and to hold and administer the same in accordance with the terms of this Agreement; (d)it has not entered into, and will not enter into, any agreement, other than this Agreement, in which it agrees to comply with any Entitlement Order or other instruction or direction in respect of the Collateral or any portion thereof and it will not accept or act upon an Entitlement Order, instruction or direction in respect of the Collateral or the Securities Account, except as provided in this Agreement; (e)all property (whether a credit balance, a security, an instrument or other property whatsoever) credited to or held in the Securities Account is to be treated as a financial asset under the STA and the equivalent legislation in other jurisdictions; (f)the Securities Account is a “securities account” for purposes of the STA, and the equivalent legislation in other jurisdictions; (g)it is acting as a “securities intermediary”, for purposes of the STA and the equivalent legislation in other jurisdictions, in respect of the Collateral and any security entitlements credited to the Securities Account; and (h)its “securities intermediary’s jurisdiction” for purposes of the STA, and the equivalent legislation in other jurisdictions, is the Province of Ontario, Canada. 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 11 - (2)Each of the Pledgor and the Secured Party acknowledges and agrees that (a)the Custodian shall have no obligation to register any financing statement or other personal property security filings in respect of any of the Collateral, or to perfect or maintain the perfection of any Lien, other than its obligation to open and maintain the Securities Account in accordance with the terms of this Agreement; and (b)the Custodian shall not be responsible for determining the amount of Collateral required to be delivered by the Pledgor at any time pursuant to the 2010 Coinsurance Agreement or to determine whether the Collateral held in the Securities Account are either Permitted Investments or cash. Section 18 Appointment and Duties of the Custodian. (1)The Custodian agrees to act as Custodian and, in that connection, agrees to maintain the Securities Account in accordance with the terms of this Agreement. In particular, the Custodian agrees that: (a)except as otherwise provided herein, all securities and all other property delivered to the Custodian pursuant to this Agreement or the 2010 Coinsurance Agreement for credit to the Securities Account, or otherwise as Collateral, shall promptly be credited to, and shall be held in, the Securities Account. The Custodian shall hold the Collateral in accordance with the terms and conditions of this Agreement. The Custodian shall hold the Collateral as client property separate and apart from its general property. All Collateral shall at all times and in all circumstances be clearly recorded in the books and records of the Custodian as being separate and apart from the assets of the Custodian and in a manner which reflects the Pledgor as the beneficial owner of the securities and other property in the Securities Account. The Custodian shall make notations in its records that the Securities Account is subject to a security interest in favour of the Secured Party; (b)the Custodian shall promptly credit and deposit all cash or other amounts received as dividends, interest, distributions or other payment related to the Collateral, including all cash or other amounts received pursuant to Section 7(3), to the Securities Account; (c)the Custodian shall, with respect to Corporate Actions, use reasonable efforts to promptly forward to the Pledgor, or, on Direction from the Pledgor, to the Investment Manager, or, following the delivery of a Notice of Exclusive Control to the Custodian, the Secured Party, a corporate action notice that contains a summary of information which has actually been received by the Custodian from third party sources believed by the Custodian to be reliable, and request Directions with respect to such Corporate Action where required. The Custodian shall, with respect to Voting Materials, use reasonable efforts to promptly forward, or arrange to have promptly forwarded, to the Pledgor (or to the Investment Manager which the Pledgor has designated as having responsibility for the relevant security) or, following the delivery of a Notice of Exclusive Control to the Custodian, the Secured Party, all Voting Materials which the Custodian receives in respect of securities forming part of the Collateral. The Custodian shall be under no duty to investigate, participate in or take affirmative action concerning any Corporate Actions or Voting Materials, except in accordance with a Direction given in accordance with this Agreement, and upon such indemnity and provision for fees and expenses as the Custodian may require. For greater certainty, other than as described in this paragraph and in (l)(e) below, the Custodian shall not be obligated to forward or summarize any other shareholder communications, including shareholder mailings, notices or reports, and the Custodian shall have no responsibility or liability for ensuring the accuracy or adequacy of such third party information contained in any such Voting Materials or Corporate Action notice; (d)the Custodian shall register the Collateral in the Custodian’s own name in the name of a Depository or in the name of a nominee, or in bearer form, if the security is not capable of being registered or registration of it would not be in the best interests of the Pledgor and the Secured Party; (e)the Custodian shall account for all Collateral in the Securities Account and shall provide monthly statements of account. Additional statements as required to satisfy the requirements of the Superintendent and any other regulatory or administrative agencies will also be provided as requested by the Secured Party, the Pledgor, the Superintendent or such other regulatory or administrative agency, all at the expense of the Pledgor. Upon the expiration of one hundred and twenty (120) days from the date of mailing of any statement, the Custodian shall be fully released and discharged from any liability or accountability to any party with respect to the acts or transactions disclosed in such statement, except when the Custodian has breached its Standard of Care and in respect of those certain acts and transactions which the Pledgor or the Secured Party has identified by giving written notice to the Custodian; 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 12 - (f)the Custodian shall respond to any direct inquiries of the Pledgor, the Secured Party, the Superintendent, or any of their representatives, concerning the Securities Account or the Collateral, and shall upon reasonable prior notice provide to the Pledgor, the Secured Party and the Superintendent detailed inventories of all securities and other property held in the Securities Account, and the Custodian shall, upon reasonable prior notice, and subject to such commercially reasonable requirements as the Custodian may impose, permit the Pledgor, the Secured Party, the Superintendent, or any of their representatives, to examine and audit all securities and other property held in the Securities Account. The Custodian shall promptly provide notice to the Secured Party and the Pledgor concerning audits of the Superintendent. The parties acknowledge that copies of statements and confirmations relating to the Securities Account are available through the Custodian’s client access web portal, and the Pledgor hereby consents to the Custodian granting access to the Secured Party to information regarding the Securities Account by such web portal and such consent to access may not be withdraw without the consent of the Secured Party. The Pledgor and the Secured Party hereby consent to the Custodian granting access to the Superintendent to the information regarding the Securities Account by the Custodian’s client access web portal; (g)the Custodian shall keep records of the administration of the Securities Account. The Pledgor, the Superintendent, the Secured Party and/or any other persons to whom the Custodian is legally obligated to provide access, may examine such records upon reasonable prior notice during business hours through any person or persons duly authorized in writing by the Pledgor, the Superintendent, the Secured Party and/or such other person, as the case may be; (h)the Custodian shall notify the Pledgor and the Secured Party of any claim of which the Custodian has actual notice against the Collateral or any part thereof exerted by any Person, or of any loss, destruction of or damage to the Collateral or any part thereof; (i)the Custodian shall, on the receipt from the Secured Party of an Entitlement Order, or notice from the Secured Party that such surrender or transfer is required in connection with a realization effected in accordance with Section 10, surrender possession of all or part of the Collateral or transfer all or part of the Collateral from the Securities Account to the Secured Party, another Person or to an account designated by the Secured Party, all as Directed by the Secured Party; (j)the Custodian will, on or before the fifteenth day of each calendar month, or, if the fifteenth day is not a business day of the Custodian, on or before the first business day of the Custodian following the fifteenth day, prepare and file with the Superintendent, in a form acceptable to the Superintendent, a Declaration with respect to the Collateral, in such form as the Superintendent may require from time to time, together with paper and electronic copies of information all as may be required from time to time by the Superintendent with respect to the Collateral. The Secured Party hereby appoints the Custodian as its agent for the purpose of filing such Declaration and authorizes the Custodian to file each such Declaration on its behalf. The Secured Party acknowledges that such Declaration may as an administrative matter be filed by the Custodian as part of a larger filing made in respect of other similar arrangements with other clients; (k)notwithstanding Section 17.1(l)(c) of the PPSA, the equivalent legislation in any other jurisdictions or any other provision of Applicable Law, the Custodian shall not lend, re-pledge or re-hypothecate the Collateral; and (1)the Custodian shall not permit any of the Collateral to be used as part of the Custodian’s securities lending program. Section 19 Directed Powers. (1)The Custodian shall exercise the following powers and authority in the administration of the Securities Account only upon Direction of the Pledgor or its Investment Manager and, to the extent required by Section 2, the consent of the Secured Party and, after receipt of a Notice of Exclusive Control from the Secured Party, only upon the Direction of the Secured Party: (a)settle the purchase and sale of Collateral; and (b)complete and process such Voting Materials and process Corporate Actions as the Custodian may be Directed, provided that the Custodian has received Directions within the time frames specified by the Custodian in any such Voting Materials or Corporate Action notice applicable thereto. Where Directions have not been provided within such time frames, the Custodian will take no action except only in the case of Corporate Actions and where a default option exists, such default option as outlined in the notice will apply. In the event that Directions are provided after such time frames, the Custodian shall use reasonable efforts to process such Corporate Actions or Voting Materials. 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 13 - Section 20 Contrac tual Settlement. The Custodian shall, in jurisdictions where settlement practices permit, credit the Securities Account with Collateral, in connection with the receipt of interest or dividends or the sale or redemption of any security held hereunder, and debit such Securities Account, in connection with the purchase of any security, on the Contractual Settlement Date with respect thereto, whether or not such monies have been received, or payment made, by the Contractual Settlement Date. However, if after a reasonable time (as determined by the Custodian) following the Contractual Settlement Date any such payment or receipt shall fail to take place for any reason other than the failure of the Custodian to make payment against delivery or delivery against payments, all related credits and debits shall be reversed and adjusted to reflect the failure of the transaction to take place. Section 21 Services to be Performed without Direction. (1)The Custodian may, without Direction, perform the following duties with respect to the Collateral in accordance with accepted industry practice in the relevant market: (a)hold securities forming part of the Collateral through a Depository on the terms of business of the operators of such Depository, and may effect settlement in accordance with the customary or established trading and processing practices and procedures in the jurisdiction or market in which any transaction in respect of the Collateral occurs. The Custodian shall be fully protected and absolved from any liability howsoever arising from effecting transactions in the foregoing manner except to the extent that such liability arises out of the Custodian’s breach of its Standard of Care in carrying out Directions in relation to such transactions. The Custodian may commingle Collateral held through a Depository with property of other clients of the Custodian (but not with property held for the Custodian’s own account). Where the Collateral is so held through a Depository, the Pledgor and the Secured Party confirm that they will not assert any claim in respect of such Collateral which would be contrary to the rules and procedures of such Depository, and will not knowingly act in any way which could result in the Custodian being in breach of any rule or procedure of such Depository; (b)enter into and settle foreign exchange transactions, on behalf of the Pledgor, for purposes of facilitating settlement of trades of Collateral or otherwise, and any such transactions may be entered into with such counterparties (including but not limited to the Custodian acting as principal) as the Custodian may choose in its sole discretion, including Affiliates of the Custodian, unless the Pledgor otherwise Directs; (c)to the extent it may do so in the ordinary course of its business, (i) collect income payable to and distributions due to the Securities Account and sign on behalf of the Pledgor or the Secured Party any declarations, affidavits, certificates of ownership and other documents required to collect income and principal payments, including but not limited to, tax reclamations, rebates and other withheld amounts, and (ii) collect proceeds from securities or other property which may mature, provided that whenever a security or other property offers the Custodian the option of receiving dividends in shares or cash, the Custodian is authorized to select the cash option unless the Custodian receives a Direction to the contrary. The Custodian shall not be responsible for the failure to receive payment of (or late payment of) distributions with respect to securities or other property held in the Securities Account; (d)present for redemptions or exchange any securities or other property which may be recalled, redeemed, withdrawn or retired provided that timely receipt of written notice of the same is received by the Custodian from the issuer; (e)retain uninvested cash balances from time to time on hand in the Securities Account and may, in its sole discretion, hold such cash balances on deposit with a bank or another deposit taking institution, including the Custodian or its Affiliates, in such interest bearing account as the Custodian may, in its sole discretion, determine. For greater certainty, the parties agree that all free credit balances standing to the credit of any Securities Account, including un-invested cash balances and all interests earned, shall constitute “financial assets” for the purposes of the STA and shall be subject to the Security Interest; and (f)do all such acts, take all such proceedings and exercise all such rights and privileges, although not specifically mentioned in this Agreement, as the Custodian may deem necessary to carry out its rights and obligations under this Agreement. (2)The Custodian may appoint Agents and nominees (which may be Affiliates of or otherwise connected to the Custodian) to perform any of the services to be performed by the Custodian as required under the Agreement. (3)The Custodian shall act in accordance with its Standard of Care in the selection and monitoring of Agents and nominees. 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 14 - (4)The Custodian shall not be liable in any circumstances for the acts or omissions of any agent appointed by the Secured Party or Pledgor. For greater certainty, Depositories are not agents of the Custodian. (5)For greater certainty, any rights, powers, authorities, benefits, and limitations on liability or responsibility whatsoever granted to the Custodian under this Agreement or conferred upon the Custodian otherwise at law shall be deemed to have been granted to, or conferred upon, any and all Agents and nominees duly appointed by the Custodian, and in furtherance thereof, any references to “the Custodian” herein shall be construed as references to such Agents or nominees, as the context requires. (6)Settlements of transactions may be effected in accordance with trading and processing practices customary in the jurisdiction or market where the transaction occurs. The Pledgor acknowledges that this may, in certain circumstances, require the delivery of cash or securities (or other property) without the concurrent receipt of securities (or other property) or cash and, in such circumstances, the Pledgor shall have sole responsibility for non receipt of payment (or late payment) by the counterparty. Section 22 Express Provisions. Notwithstanding any of the foregoing provisions, the Custodian, in the administration of the Securities Account, is to be bound solely by the express provisions of this Agreement, and such further written and signed Directions as the appropriate party or parties may, under the conditions herein provided, deliver to the Custodian. The Custodian shall have no duties or obligations under any other agreement, notwithstanding that such other agreement may be referred to in this Agreement. The Custodian shall be under no obligation to enforce the Pledgor’s or the Secured Party’s obligations under this Agreement, except as otherwise expressly provided or Directed pursuant hereto in accordance with the terms hereof. Section 23 Security Interest, Set-Off and Deduction (1)If a Direction from the Pledgor, or the settlement of a transaction would create a debt owing, overdraft or short position in the Securities Account (an “Overdraft” ), then the Custodian is authorized to, but shall not be obliged to, act on such Direction or complete such transaction. (2)Interest on any Overdraft shall be calculated on the daily balance of the amount owing (before and after demand, default and judgment) at an annual rate established and declared by the Custodian from time to time, subject to such minimum charges as declared from time to time, with interest on overdue interest at the same rate. Interest is payable monthly and shall form part of the Overdraft. (3)The Pledgor agrees to pay to the Custodian promptly upon notice, the amount of any Overdraft together with any interest that has accrued in accordance with Section 23(2). (4)Notwithstanding any other provision of this Agreement, the Custodian, in its reasonable discretion, shall be entitled to decline to act upon any Direction of the Pledgor unless and until all the amounts due and owing to the Custodian under this Agreement have been paid in full. The Custodian shall give the parties notice of its decision not to act on any such Direction as soon as practicable thereafter. (5)The Pledgor hereby assigns, conveys, mortgages, pledges, hypothecates, and charges in favour of, and grants a security interest (the “Custodian Security Interest” ) to the Custodian in the Collateral and all proceeds thereof as continuing collateral security for, and in an amount not to exceed the amount of, any obligations, liabilities and indebtedness of the Pledgor to the Custodian from time to time, whether present or future, absolute or contingent, liquidated or unliquidated, of whatsoever nature or kind, in any currency or otherwise, arising pursuant to this Agreement, with respect to (i) any unpaid fees, disbursements and expenses, and (ii) Overdraft amounts (collectively, the “Pledgor Obligations” ). The Pledgor and the Custodian agree that it is their intention that the Custodian Security Interest shall attach immediately to any Collateral in which the Pledgor has an interest on the date hereof, and, with respect to after-acquired Collateral, forthwith at the time the Pledgor acquires an interest therein, all in accordance with the terms hereof. The Pledgor and the Secured Party acknowledge and agree that the Custodian Security Interest shall have priority over any other security interest in the Collateral granted by the Pledgor (including the Security Interest granted hereunder in favour of the Secured Party), and the Custodian shall be under no obligation to waive, subordinate or discharge the Custodian Security Interest except upon the indefeasible payment and satisfaction in full of the Pledgor Obligations. 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 15 - (6)If and to the extent that at any time any Pledgor Obligations owing to the Custodian hereunder are outstanding and unpaid, in addition to any right or remedy that the Custodian may otherwise have hereunder or under any Applicable Law, the Custodian is hereby authorized, in its discretion (upon reasonable notice to the Pledgor and the Secured Party and in accordance with Applicable Law), both before and after demand or judgment, and whether or not default has occurred hereunder: (a)to sell, as agent for the Pledgor, such portion of the Collateral (which, for the purposes of this Section 23 shall include any account with any third party with whom cash has been deposited by the Custodian on behalf of the Pledgor) as may be required to satisfy any such unpaid Pledgor Obligations, on such commercially reasonable terms as it thinks fit in its discretion; and (b)set off against and deduct from the proceeds of any such sale amounts owing to the Pledgor in respect of unpaid Pledgor Obligations, and account for any surplus in excess of such amount to the Pledgor, or as provided in this Agreement, it being agreed and understood by the Pledgor that the exercise of the Custodian’s rights under this Section 23(6) shall not be construed as the exercise of a right of realization in respect of the Custodian Security Interest but a separate right of set-off. Section 24 Waiver by Custodian. Subject to Section 2(7) and Section 23, the Custodian acknowledges and agrees that it has not acquired any right, title or interest in the Collateral on its own behalf other than such rights as it may have as a securities intermediary and the right and obligation to hold and administer the Collateral in accordance with the terms of this Agreement. Section 25 Charges of the Custodian. The Pledgor agrees to pay all reasonable costs, fees or expenses charged by the Custodian for acting as the Custodian pursuant to this Agreement, including fees incurred by the Custodian for legal services deemed reasonably necessary by the Custodian as a result of the Custodian’s so acting. Following the delivery of a Notice of Exclusive Control, the Secured Party shall be required to pay all fees and expenses otherwise required to be paid by the Pledgor pursuant to this Section 25. Section 26 Indemnification of Custodian. (1)The Pledgor shall indemnify and hold the Custodian, its directors, officers, employees, representatives and agents harmless from and against any and all taxes, charges, costs, expenses, damages, claims, demands and liabilities to which they, or any of them, may become subject, including legal and accounting costs, for or in respect of anything done or omitted to be done in connection with this Agreement or in respect of the Collateral, except for the negligence, wilful misconduct, fraud or lack of good faith of the Custodian, such indemnification to survive the resignation or removal of the Custodian and the termination of this Agreement. (2)Following the delivery of a Notice of Exclusive Control, the Secured Party shall indemnify and hold the Custodian, its directors, officers, employees, representatives and agents harmless from and against any and all taxes, charges, costs, expenses, damages, claims, demands and liabilities to which they, or any of them, may become subject, including legal and accounting costs, for or in respect of anything done or omitted to be done in connection with this Agreement or in respect of the Collateral following the delivery of a Notice of Exclusive Control, except for the negligence, wilful misconduct, fraud or lack of good faith of the Custodian, such indemnification to survive the resignation or removal of the Custodian and the termination of this Agreement. (3)Whenever an action by the Custodian is authorized by Direction pursuant to the provisions of this Agreement and such action is taken in accordance with such Direction, the party or parties authorizing such action by way of Direction hereby agree to indemnify the Custodian against all losses, damages, costs and expenses, including reasonable attorneys’ fees, resulting from any action so taken by the Custodian. Section 27 Limitation of Custodian Liability. (1)The Custodian, in carrying out its duties in respect of the safekeeping of, and dealing with, the Collateral, shall exercise the degree of care, diligence and skill that a prudent Canadian trust company would exercise incomparable circumstances (the “Standard of Care”). 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 16 - (2)Except to the extent that the Custodian has not complied with the Standard of Care, or to the extent of its own negligence, wilful misconduct, fraud or lack of good faith, the Custodian shall not be liable for any act or omission in the course of, or connected to, rendering services hereunder. Without limitation, the Custodian shall not be liable for any losses to, or diminution of, the Collateral, except to the extent that such loss or diminution is directly caused by the Custodian’s breach of the Standard of Care. In no event shall the Custodian be liable for any consequential or special damages, including but not limited to loss of reputation, goodwill or business. Notwithstanding the foregoing or any other provision of this Agreement, the Custodian’s liability arising from the Blocking Service shall in no event exceed the aggregate amount of fees received by the Custodian with respect to the specific Securities Account in the preceding six (6) months. (3)The Custodian shall not be responsible for: (a)any property until it has been received by the Custodian; (b)the title, validity or genuineness of any property or evidence of title to any Collateral or any defect in ownership or title; (c)any act or omission required or demanded by any governmental, taxing, regulatory or other competent authority in any country in which all or part of the Collateral is held or which has jurisdiction over the Custodian the Pledgor or the Secured Party; (d)any loss resulting from official action (including nationalisation and expropriation), currency restrictions or devaluations, acts or threat of war or terrorism, insurrection, revolution or civil disturbance, acts of God, strikes or work stoppages, inability of any Depository or other settlement system to settle transactions, interruptions in postal, telephone, telex and/or other communication systems or in power supply, the failure of any third party appointed by the Pledgor to fulfil its obligations hereunder, or any other event or factor beyond the reasonable control of the Custodian; (e)any failure to act on Directions, if the Custodian reasonably believed that to do so might result in breach of Applicable Law or the terms of this Agreement; or (f)any Collateral which it does not hold or which is not directly controlled by the Custodian or its appointed Agents. (4)The Custodian’s duties and responsibilities in connection with this Agreement will be limited to those expressly set forth in this Agreement. The Custodian is not a principal, participant, party or beneficiary in any transaction underlying this Agreement and will have no duty to inquire beyond the terms and provisions hereof. Save and except for carrying out Directions as provided herein, the Custodian shall have no responsibility for trading in securities which form part of the Collateral, or for any investment management or investment decision. The Custodian shall not be held responsible for the sufficiency of the Collateral or for any market decline in the value of the Collateral and shall have no obligation to notify either the Pledgor or the Secured Party of any such decline. The Custodian will not be liable for any error in judgement, any act or omission, any mistake of law or fact, or for anything it may do or refrain from doing in connection herewith, except for its own negligence, wilful misconduct, fraud or lack of good faith. (5)Should any dispute arise in respect of the Collateral or this Agreement, or should the Custodian in good faith be uncertain as to what action to take under this Agreement, it will be entitled to withhold delivery of all or any part of the Collateral until the dispute is resolved, any conflicting demands are withdrawn or any uncertainty is resolved. Should the Custodian be threatened with litigation or become involved in litigation or arbitration in any manner whatsoever in connection with this Agreement or the Collateral, the Pledgor hereby agrees to reimburse the Custodian for its lawyers’ fees and any and all other expenses, losses, costs and damages incurred by the Custodian in connection with such threatened or actual litigation or arbitration. Notwithstanding any other term of this Agreement, the Custodian shall have no responsibility or liability to the Pledgor for complying with a Notice of Exclusive Control or an Entitlement Order concerning the Securities Account issued by the Secured Party, and shall have no responsibility to investigate the appropriateness of any such Entitlement Order, even if the Pledgor notifies the Custodian that the Secured Party is not legally entitled to originate any such Entitlement Order, unless the Custodian has been served with an injunction, restraining order or other legal process issued by a court of competent jurisdiction (“Court Order”) enjoining it from complying and has had a reasonable opportunity to act on such Court Order. (6)The Custodian may employ and retain and consult with legal counsel or professional advisors satisfactory to it concerning any questions relating to its duties or responsibilities hereunder or otherwise in connection herewith and the Pledgor shall reimburse the Custodian for all reasonable costs and expenses associated therewith. Provided that no conflict exists as in relation to the issue between the Pledgor and the Secured Party, the Custodian may consult with counsel to the Secured Party or the Pledgor, as the Custodian may determine. The Custodian shall be entitled to rely on and may act upon advice of such legal counsel or professional advisors and shall not be liable for any action taken, suffered or omitted by it in good faith in relying thereon, provided the advice so acted or relied upon by the Custodian was within the area of professional competence of the person from whom it was received. 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 17 - (7)The Pledgor shall notify the Custodian in writing of any taxes payable in respect of the Collateral. The Custodian shall use reasonable efforts, based upon the information available to it, to assist the Pledgor with respect to any taxes. If the Custodian is responsible under any Applicable Law for any taxes in respect of the Securities Account, the Pledgor shall inform the Custodian in writing of such taxes, shall Direct the Custodian with respect to the payment of such taxes and shall provide the Custodian with the necessary funds and all information required to fund, pay or meet such taxes. The Custodian shall have no responsibility or liability for and shall be indemnified and held harmless by the Pledgor for any assistance provided to the Pledgor and for any taxes now or hereafter imposed on the Securities Account or the Pledgor or the Custodian in respect of the Securities Account by any taxing authorities, domestic, foreign or international. (8)Each of the Pledgor and the Secured Party shall provide the Custodian with an incumbency certificate substantially in the form set out in Schedule “D” setting out the names and sample signatures of persons authorized to give Directions to the Custodian hereunder. The Custodian shall be entitled to rely on such certificate until a revised certificate is provided to it hereunder. Unless otherwise expressly provided, each Direction shall continue in full force and effect until superseded or cancelled by another written instruction. Any Directions shall, as against the Pledgor and the Secured Party, if applicable, and in favour of the Custodian, be conclusively deemed to be Directions for the purposes of this Agreement notwithstanding any error in the transmission thereof or that such written instruction may not be genuine, if believed by the Custodian acting in good faith, to be genuine. Provided however that the Custodian, subject to Section 27(9), may in its discretion decline to act upon any Direction: (a) that is insufficient or incomplete; or (b) that is not received by the Custodian in sufficient time to give effect to such written instructions; or (c) where the Custodian has reasonable grounds for concluding that the same has not been accurately transmitted or is not genuine. If the Custodian declines to give effect to any Directions for any reason set out in the preceding sentence, it shall notify the person giving such instruction forthwith after it so declines. (9)Except as otherwise expressly provided in this Agreement, any statement, certificate, notice, request, consent, approval, or other instrument to be delivered or furnished by the Pledgor or the Secured Party shall be sufficiently executed if executed in the name of the Pledgor or the Secured Party by persons named in the incumbency certificate delivered pursuant to Section 27(8). The Custodian shall be protected in acting upon any written statement or other instrument made by such officers or agents of the Pledgor or the Secured Party with respect to the authority conferred on it. Section 28 Removal and Resignation of the Custodian. (1)The Custodian may at any time resign from, and terminate its capacity hereunder by delivery of written notice of resignation, effective not less than ninety (90) days after receipt by both the Secured Party and the Pledgor. The Custodian may be removed by the Pledgor and the Secured Party delivering to the Custodian of a joint written notice of removal, effective not less than ninety (90) days after receipt by the Custodian. Notwithstanding the foregoing, no such resignation by the Custodian or removal by the Pledgor and the Secured Party shall be effective until a successor to the Custodian shall have been duly appointed by the Pledgor and approved by the Secured Party and all Collateral in the Securities Account have been duly transferred to such successor. The Pledgor and the Secured Party, upon receipt of the written notice of resignation of the Custodian or issuance of a notice of removal of the Custodian, shall undertake to obtain the agreement of a qualified, successor depository, agreeable to each of the Secured Party and the Pledgor, to act as a successor Custodian in accordance with all agreements of the Custodian herein. Neither the Secured Party nor the Pledgor shall unreasonably withhold approval of such Custodian. (2)Any successor Custodian appointed hereunder shall execute an instrument accepting such appointment hereunder and shall deliver the same to the Pledgor and the Secured Party and to the then acting Custodian. Thereupon such successor Custodian shall, without any further act, assume the obligations and duties of the Custodian under this Agreement with like effect as if originally named herein; but the predecessor Custodian shall nevertheless, when requested in writing by the successor Custodian, execute an instrument or instruments assigning such of its rights and powers, and shall duly assign, transfer and deliver to the Custodian all property and money held by such predecessor hereunder. The predecessor Custodian shall be entitled to reimbursement in accordance with Section 26 for all reasonable expenses it incurs in connection with the settlement of its account and the transfer and delivery of the Collateral to its successor. The predecessor Custodian shall continue to be indemnified by reason of such entity being or having been a Custodian in accordance with the terms hereof. 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 18 - Section 29 N o Conflict. (1)The Custodian represents and warrants to the Secured Party and the Pledgor that, at the time of the execution and delivery of this Agreement, no material conflict of interest exists with respect to the Custodian’s role hereunder. The Custodian shall resign by giving notice in accordance with Section 28 if a material conflict of interest arises with respect to its role as custodian hereunder that is not eliminated within ninety (90) days after the Custodian becomes aware of such conflict of interest. Immediately after the Custodian becomes aware that it has a material conflict of interest, it shall provide the Secured Party and the Pledgor with written notice of the nature of that conflict. (2)The Pledgor and the Secured Party agree that the Custodian, and any of its divisions, branches or Affiliates, may take any one or more of the following actions without creating a conflict of interest; and without being liable to account therefor or being in breach of this Agreement: (a)purchase, hold, sell, invest in or otherwise deal with securities or other property of the same class and nature as may be part of the Collateral, whether on its own account or for the account of another (in a fiduciary capacity or otherwise); (b)act as a market maker in any securities that form part of the Collateral; (c)provide brokerage services to other clients; (d)act as financial adviser to the issuer of such securities; (e)act in the same transaction as agent for more than one client; (f)act as a deposit taking institution holding the cash balances in the Securities Account; (g)have a material interest in any issue of securities that form part of the Collateral; (h)subject to Section 31(1), use in other capacities knowledge gained in its capacity as Custodian hereunder; and (i)earn profits from any of the activities listed herein. Section 30 Communications and Directions. (1)All communications hereunder (including, for greater certainty, Directions) must be given by one of the following methods of communication: •personal or courier delivery; •prepaid ordinary mail; •authenticated telex; •facsimile; •S.W.I.F.T.; •one of the Custodian’s secured client access channels, including RBC Dexia OnLine; •directly between electromechanical or electronic terminals (including, subject to Section 30(5), the internet or unsecured lines of communication); or •telephone (subject to Section 30(3)). (2)Communications should be addressed, as applicable, as follows: (i)to the Pledgor at: Financial Reassurance Company 2010, Ltd., Clarendon House 2 Church Street, Hamilton HM 11, Bermuda Attention:Dawna Ferguson Facsimile:+1 (441) 298-7800 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 19 - with a copy to: Conyers Dill & Pearman Limited Clarendon House, 2 Church Street PO Box HM 666, Hamilton HM CX, Bermuda Attention:Michael G. Frith Facsimile:+1 (441)292 7876 with an additional copy to: 485 Lexington Avenue 17th Floor New York NY 10017 Attention:Reza Shah Facsimile:(212)793 5585 (ii)to the Secured Party at: Primerica Life Insurance Company of Canada 2000 Argentia Road, Plaza V, Suite 300 Mississauga, Ontario L5N 2R7, Canada Attention:General Counsel Facsimile:(905) 813-5314 (iii)to the Custodian at: RBC Dexia Investor Services Trust 155 Wellington Street West, 7th Floor P.O. Box 7500, Station A Toronto, Ontario M5W 1P9 Attention: Senior Manager, Client Service Insurance Facsimile: 1-416-955-2600 Any party may change its address and number for communications by notifying the other parties in accordance with the notice provision above. Any communication delivered personally shall be deemed to have been given and received on the day it is so delivered (or if that day is not a Business Day, on the next succeeding Business Day). Subject to disruptions in the postal service, any communication sent by prepaid ordinary mail shall be deemed to have been given and received on the fifth Business Day following the date of mailing. Any communication given by authenticated telex, facsimile, S.W.I.F.T., one of the Custodian’s secured client access channels or directly between electromechanical or electronic terminals (including, subject to Sections 30(5) and 30(6), the internet or unsecured lines of communication) shall be deemed to have been given and received on the Business Day it is transmitted provided that it was received before 3:00 p.m. (Toronto time), and, if received after 3:00 p.m. (Toronto time), it shall be deemed to have been given and received on the Business Day following the day of transmission provided in each case that confirmation of transmission is available from the party giving the communication. 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 20 - (3)With respect to telephone Directions, the party giving such Directions shall endeavour to forward written Directions confirming such telephone Directions on the same day that such telephone Directions are given to the Custodian. The fact that such confirming written Directions are not received or that contrary Directions are received by the Custodian shall in no way affect the validity of any transactions effected by the Custodian on the basis of the telephone Directions. The parties acknowledge and agree that some or all telephone communications between the parties, including, without limitation, Directions, may be recorded by the Custodian. In the event of any disagreement as to the content of any communication given by telephone, the Custodian’s recording will be conclusive and determinative of the contents of such communication. (4)Without limiting the foregoing, in the case of Directions sent through one of the Custodian’s secured access channels, including RBC Dexia Online, or sent directly between electromechanical or electronic terminals (including, subject to Sections 30(5) and 30(6), the internet or unsecured lines of communication), the parties acknowledge that it may not be possible for such Directions to be executed, however the Custodian shall nevertheless be protected in relying on such Directions as if they were written Directions from the party issuing same. The Custodian shall be entitled, without further inquiry or investigation, to assume that such Directions have been duly and properly issued by the Pledgor, the Investment Manager, or the Secured Party, as the case may be, and that the sender(s) is/are duly authorized to act, and to provide Directions, on behalf of the Pledgor, the Investment Manager, or the Secured Party, as case may be. (5)The parties acknowledge and agree that the Custodian, in providing the services hereunder, may forward reports and information to the parties or an Investment Manager, and may receive and act upon communications and instructions (including without limitation, Directions) received from the parties or an Investment Manager, through use of the internet or any other electronic means of communication which is not secure. The parties acknowledge and agree that the internet is not a secure or confidential means of communication, and that accordingly, there are certain risks inherent in its use. The parties therefore agree that the Custodian shall bear no responsibility or liability whatsoever for any errors and omissions, or direct, indirect or consequential losses or damages that are directly attributable to the use of the internet as a means of communication, including any losses or damages arising from viruses or worms, or the interception, tampering or breach of confidentiality of data or information transmitted which is not encrypted and authenticated in accordance with the Custodian’s encryption standards. The parties also agree that the Custodian may rely and act upon any email instructions or Directions received via the internet from the parties, without the Custodian having to take any further actions of any kind to verify or otherwise ascertain the validity of such instructions or Directions, and any such instructions or Directions shall be binding on the Party on whose behalf the e-mail instructions or Directions shall have been given and that such Party shall not make any claim or take any action or proceedings against the Custodian for any losses or damages whatsoever suffered by reason of the Custodian accepting and acting upon such instructions or Directions. (6)Nothing in this Agreement shall create an obligation for the Custodian to constantly monitor its electronic communication equipment, provided that reasonable monitoring is performed within business hours of the Custodian where communications are sent and the Custodian will not be held liable for an omission to act from not receiving electronically transmitted communications (including, without limitation, Directions). The party giving an electronic communication is responsible to ensure that it has been transmitted and received by the correct recipient. In the event of any disagreement as to whether electronic communications (including, without limitation, Directions) have been received by the Custodian, the sender will have the onus of proving that such electronic communication have been so received by the correct recipient. (7)The Custodian shall: (a)be fully protected in acting upon any Direction believed by it to be genuine and presented by the proper person(s); and (b)be under no duty to make any investigation or inquiry as to any statement contained in any such Direction but may accept such statement as conclusive evidence of the truth and accuracy of such statement. 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 21 - Section 31 Con fidentiality . (1)Each party shall hold in confidence all information relating to the Collateral and this Agreement (“ Confidential Information ”) and may only release such information to others where required by Applicable Law, where such information was within such party’s possession on a non-confidential basis prior to it being provided to such party, such information is or becomes generally available to the public or as otherwise agreed between the parties. The parties hereby consent to the delivery and availability of a copy of this Agreement, and any amendment thereto, to the Superintendent. (2)Without limitation of Section 31(1) above, the parties agree that the Custodian may share Confidential Information, on a need-to-know basis, with its Agents, service providers, Affiliates, related companies, subsidiaries, parent companies and their respective parent companies, Affiliates, related companies and subsidiaries, for the purposes of marketing, administration, to prevent fraud, to verify the identity of the parties and to prevent money laundering. For greater certainty, information disclosed for marketing purposes shall be on a no-names basis and shall be aggregated with similar information of other clients of the Custodian and shall form part of the collective internal client database used by the Custodian on an ongoing basis to assess and change how it promotes and performs its services to its clients. The Custodian will also provide the information relative to the Pledgor and the Secured Party’s information, including Confidential Information, to any federal or provincial legal or regulatory body if required by Applicable Law to do so. The parties also agree and acknowledge that it may from time to time be necessary for the Custodian to disclose Confidential Information to third parties where the Custodian is compelled by Applicable Law. (3)Unless otherwise prohibited by Applicable Law, in the event that the Custodian becomes legally obligated to disclose any of the Confidential Information, the Custodian shall provide the parties with notice, as soon as reasonably practicable given the circumstances, of such requirements so that one or both of the parties may seek a protective order or other appropriate remedy or waive compliance with the terms of this section, which waiver may not be unreasonably withheld. The Custodian will reasonably cooperate with a party’s effort to obtain such protective order or other remedy at the applicable party’s sole expense. In the event that such protective order or other remedy is not obtained within a reasonable period of time or that the parties waive compliance with the provisions of this section or that the Custodian is compelled to forthwith provide the Confidential Information, the Custodian agrees to provide only that portion of the Confidential Information which is legally required and the Custodian will use commercially reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed. (4)The Pledgor and Secured Party acknowledge that the Custodian may from time-to-time be required to transfer, store and process Confidential Information outside of Canada. The parties further acknowledge and agree that the contractual or other measures that the Custodian may use to protect such information are subject to the legal requirements of the jurisdiction where such information may be transferred, stored or processed, and that the Custodian may be required by Applicable Law to disclose Confidential Information to the lawful authorities operating within that jurisdiction. The parties further agree and acknowledge that the Custodian shall in no way be liable or responsible in any way for any damages, costs or expenses whatsoever that the parties may face as a result of the Custodian being legally obligated to disclose any such Confidential Information. Section 32 General. (1)The Agreement shall not be terminated until the earlier of (i) the Release Date and (ii) the delivery to the Pledgor of a written release or discharge signed by the Secured Party. Upon termination of the Agreement and at the request and expense of the Pledgor, the Secured Party will execute and deliver to the Pledgor such financing statements and other releases, discharges, documents or instruments as the Pledgor may reasonably require and the Custodian will redeliver to the Pledgor, or as the Pledgor may otherwise Direct the Custodian, any Collateral in its possession. (2)This Agreement does not operate by way of merger of any of the Secured Obligations and no judgment recovered by the Secured Party will operate by way of merger of, or in any way affect, the Security Interest, which is in addition to, and not in substitution for, any other security now or hereafter held by the Secured Party in respect of the Secured Obligations. The representations, warranties and covenants of the Pledgor in this Agreement survive the execution and delivery of this Agreement. Notwithstanding any investigation made by or on behalf of the Custodian or the Secured Party, the covenants, representations and warranties continue in full force and effect. 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 22 - (3)The Pledgor will do all acts and things and execute and deliver, or cause to be executed and delivered, all agreements, documents and instruments that the Secured Party may require and take all further actions as the Secured Party may require for (i) protecting the Collateral, (ii) perfecting, preserving and protecting the Security Interest, and (iii) exercising all powers, authorities and discretions conferred upon the Secured Party and the Custodian. After the Security Interest becomes enforceable, the Pledgor will do all acts and things and execute and deliver all documents and instruments that the Secured Party may require for facilitating the sale or other disposition of the Collateral in connection with its realization, or for enforcing any of its other rights and remedies hereunder or under Applicable Law. (4)This Agreement is in addition to, without prejudice to and supplemental to all other security now held or which may hereafter be held by the Secured Party. (5)This Agreement is binding on the Pledgor, its successors and assigns, and enures to the benefit of the Secured Party, the Custodian, and their respective successors and assigns. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties hereto. (6)The Pledgor acknowledges and agrees that in the event it amalgamates or merges with any other Person, it is the intention of the parties that the Security Interest (i) extends to: (A) all of the Collateral that any of the amalgamating corporations then own, (B) all of the Collateral that the amalgamated corporation thereafter acquires, (C) all of the Collateral in which any of the amalgamating corporations then has any interest and (D) all of the Collateral in which the amalgamated corporation thereafter acquires any interest; and (ii) secures the payment and performance of the Secured Obligations of each of the amalgamating corporations and the amalgamated corporation to the Secured Party in any currency, however or wherever incurred, and whether incurred alone or jointly with another or others and whether as principal, guarantor or surety and whether incurred prior to, at the time of or subsequent to the amalgamation. The Security Interest attaches to the additional Collateral at the time of amalgamation and to any Collateral thereafter owned or acquired by the amalgamated corporation when such becomes owned or is acquired. Upon any such amalgamation, the defined term “Pledgor” will extend to and include the amalgamated corporation and the defined term “Secured Obligations” will extend to and include the Secured Liabilities of the amalgamated corporation. (7)If any court of competent jurisdiction from which no appeal exists or is taken, determines any provision of this Agreement to be illegal, invalid or unenforceable, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect. (8)This Agreement may only be amended, supplemented or otherwise modified by written agreement executed by the Secured Party, the Custodian and the Pledgor. (9)No consent or waiver by the Secured Party in respect of this Agreement is binding unless made in writing and signed by an authorized officer of the Secured Party. Any consent or waiver given by the Secured Party under this Agreement is effective only in the specific instance and for the specific purpose for which given. No waiver of any of the provisions of this Agreement constitutes a waiver of any other provision. (10)A failure or delay on the part of the Secured Party in exercising a right under this Agreement does not operate as a waiver of, or impair, any other right of the Secured Party however arising. A single or partial exercise of a right on the part of the Secured Party does not preclude any other or further exercise of that right or the exercise of any other right by the Secured Party. (11)All monies collected by the Secured Party upon the enforcement of its rights and remedies under this Agreement, including any sale or other disposition of the Collateral, will be applied on account of the Secured Obligations at such times, in such manner and in such order as the 2010 Coinsurance Agreement may require or as the Secured Party may determine. (12)This Agreement will be governed by, interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. (13)The Pledgor irrevocably attorns and submits to the non-exclusive jurisdiction of any court of competent jurisdiction of the Province of Ontario sitting in Toronto, Ontario in any action or proceeding arising out of or relating to this Agreement. The Pledgor irrevocably waives objection to the venue of any action or proceeding in such court or that such court provides an inconvenient forum. Nothing in this Section 32(13) limits the right of the Secured Party to bring proceedings against the Pledgor in the courts of any other jurisdiction. (14)Any action or proceeding against the Custodian arising out of or relating to this Agreement may only be brought in a court of competent jurisdiction in the Province of Ontario. (15)The Pledgor hereby irrevocably consents to the service of any and all process in any such action or proceeding by the delivery of copies of such process to the Pledgor at the address set out in relation to the Pledgor in Section 30(2). Nothing in this Section 32(15) limits the right of the Secured Party to serve process in any other manner permitted by Applicable Law. 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 23 - IN WITNESS WHEREOF this agreement has been executed and delivered as of the date first above written. FINANCIAL REASSURANCE COMPANY 2010, LTD. Per: [Illegible] Authorized Signing Officer Per: Authorized Signing Officer PRIMERICA LIFE INSURANCE COMPANY OF CANADA Per: [Illegible] Authorized Signing Officer Per: [Illegible] Authorized Signing Officer RBC DEXIA INVESTOR SERVICES TRUST, as Custodian Per: Lydia Moffitt Authorized Signing Officer Per: Meredith MacMillan Authorized Signing Officer 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 24 - SCHEDU LE“A” TO THE REINSURANCE SECURITY AGREEMENT DATED AS OF THE 31ST DAY OF DECEMBER, 2011 2010 COINSURANCE AGREEMENT Coinsurance Agreement by and Between Primerica Life Insurance Company of Canada and Financial Reassurance Company 2010, Ltd. dated as of March 31, 2010. 12519155.10 Legal*6759570.3 TA17132 Dec 2011 PRIVILEGED AND CONFIDENTIAL COINSURANCE AGREEMENT by and between PRIMERICA LIFE INSURANCE COMPANY OF CANADA (the “Ceding Company”) FINANCIAL REASSURANCE COMPANY 2010, LTD (the “Reinsurer”) DATED March 31, 2010 TABLE OF CONTENTS Page ARTICLE I 1 DEFINITIONS Section 1.1 Definitions 1 ARTICLE II 5 REINSURANCE Section 2.1 Reinsurance 5 Section 2.2 Exclusions 5 Section 2.3 Territory 5 ARTICLE III 5 COMMENCEMENT OF THE REINSURER'S LIABILITY Section 3.1 Commencement of the Reinsurer's Liability 5 ARTICLE IV 6 REINSURANCE PREMIUMS, ALLOWANCES AND OTHER OBLIGATIONS Section 4.1 Reinsurance Premiums 6 Section 4.2 Allowances 6 Section 4.3 Other Obligations 6 Section 4.4 Third Party Reinsurance 6 ARTICLE V 6 TAXES Section 5.1 Guaranty Fund Assessments 6 Section 5.2 Tax Elections 6 ARTICLE VI 7 CLAIMS Section 6.1 Notice of Claims 7 Section 6.2 Settlement Authority 7 Section 6.3 Claim Payments 7 Section 6.4 Misstatement of Age or Sex 7 ARTICLE VII 7 REINSTATEMENTS Section 7.1 Reinstatements 7 ARTICLE VIII 7 ACCOUNTING AND RESERVES Section 8.1 Monthly Reports 7 Section 8.2 Monthly Account Balance Reports 7 Section 8.3 Settlements 7 Section 8.4 Offset and Recoupment 8 Section 8 .5 Currency 8 ARTICLE IX 8 EXPENSES IN CONNECTION WITH THE REINSURED POLICIES Section 9.1 Expenses in Connection with the Reinsured Policies 8 i Page ARTICLE X 8 ERRORS AND OMISSIONS Section 10.1 Errors and Omissions 8 ARTICLE XI 8 RECAPTURE Section 11.1 Recapture 8 Section 11.2 Notice of Recapture 9 Section 11.3 Recapture Fee 9 Section 11.4 Renewal Recapture 9 Section 11.5 Commutation Accounting and Settlement 9 Section 11.6 Limitation on Partial Recaptures 9 ARTICLE XII 10 ACCESS TO BOOKS AND RECORDS Section 12.1 Access to Books and Records 10 ARTICLE XIII 10 INSOLVENCY Section 13.1 Insolvency 10 ARTICLE XIV 11 DISPUTE RESOLUTION Section 14.1 Consent to Jurisdiction 11 Section 14.2 Waiver of Jury Trial 11 Section 14.3 Specific Performance 11 ARTICLE XV 11 REINSURANCE TRUST ACCOUNT Section 15.1 Reinsurance Trust Agreement 11 Section 15.2 Investment of Trust Assets 11 Section 15.3 Adjustment of Trust Assets and Withdrawals 11 Section 15.4 Negotiability of Trust Assets 12 Section 15.5 Ceding Company's Withdrawals 12 Section 15.6 Return of Excess Withdrawals 12 Section 15.7 Costs of Trust 12 ARTICLE XVI 12 THIRD PARTY BENEFICIARY Section 16.1 Third Party Beneficiary 12 ARTICLE XVII 13 REPRESENTATIONS, WARRANTIES AND COVENANTS Section 17.1 Representations and Warranties of the Ceding Company 13 Section 17.2 Covenants of the Ceding Company 14 Section 17.3 Representations and Warranties of the Reinsurer 15 ARTICLE XVIII 16 INDEMNIFICATION Section 18.1 Indemnification 16 ii Page ARTICLE XIX 16 LICENSES, REGULATORY MATTERS Section 19.1 Licenses 16 Section 19.2 Regulatory Matters 16 ARTICLE XX DURATION OF AGREEMENT; TERMINATION Section 20.1 Duration 16 Section 20.2 Termination by Mutual Consent 16 Section 20.3 Termination by the Reinsurer 17 Section 20.4 No Termination Upon Change of Control 17 Section 20.5 Survival 17 ARTICLE XXI 17 MISCELLANEOUS Section 21.1 Entire Agreement 17 Section 21.2 Amendments 17 Section 21.3 Severability 17 Section 21.4 Governing Law 17 Section 21.5 Notices 18 Section 21.6 Consent to Jurisdiction 18 Section 21.7 Service of Process 18 Section 21.8 Assignment 18 Section 21.9 Captions 19 Section 21.10 Treatment of Confidential Information 19 Section 21.11 No Waiver; Preservation of Remedies 19 Section 21.12 Calendar Days 19 Section 21.13 Counterparts 19 Section 21.14 Incontestability 19 Section 21.15 Interpretation 20 Section 21.16 Reasonableness 20 SCHEDULES Schedule A Identification of Reserves 1 Schedule B No Conflict or Violation Exceptions 2 Schedule C Required Balance 3 iii EXHIBITS Exhibit I Identification of Reinsured Policies Exhibit II Third Party Reinsurance Exhibit III Form of Monthly Report Exhibit IV Form of Monthly Account Balance Report Exhibit V Form of Reinsurance Trust Agreement Exhibit VI Factual Information Exhibit VII Milliman Report Exhibit VIII Investment Guidelines iv COINSURANCE AGREEMENT This COINSURANCE AGREEMENT (together with the Exhibits hereto, this “Agreement”) is made by and between PRIMERICA LIFE INSURANCE COMPANY OF CANADA, a life insurance company incorporated under the Insurance Companies Act (Canada) (together with its successors and permitted assigns, the “Ceding Company”) having its principal business office located at 2000 Argentia Road, Plaza V, Suite 300, Mississauga, Ontario L5N 2R7 and Financial Reassurance Company 2010, Ltd, a reinsurance company incorporated in Bermuda and registered as an insurer pursuant to the Insurance Act 1978 of Bermuda (together with its successors and permitted assigns, the “Reinsurer”) having its registered office located at the Emporium Building, 69 Front Street, Hamilton HM 12, Bermuda. WHEREAS, the Ceding Company is authorized to engage in the business of issuing certain life insurance policies and certain related riders; WHEREAS, the Reinsurer is authorized and registered in Bermuda to conduct long term insurance business; WHEREAS, the Ceding Company desires to cede to the Reinsurer on an indemnity reinsurance basis certain liabilities with respect to the Reinsured Policies (as defined herein); and WHEREAS, the Reinsurer is willing to reinsure on an indemnity reinsurance basis the liabilities that the Ceding Company desires to cede hereunder on the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual and several promises and undertakings herein contained, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Ceding Company and the Reinsurer (individually, a “Party” and collectively, the “Parties”) hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions . The following terms, when used in this Agreement, shall have the meanings set forth in this Article I. (a)“Administrative Practices” shall have the meaning specified in Section 17.2(a). (b)“Affiliate” means, with respect to a Party, any entity that controls, is controlled by or is under common control with such Party. (c)“Agreement” shall have the meaning specified in the Preamble. (d)“Applicable Law” means any domestic or foreign, federal, provincial, state or local statute, law, ordinance or code, or any written rules, regulations or administrative interpretations or guidelines issued by any Governmental Authority pursuant to any of the foregoing, in each case applicable to any Party, and any order, writ, injunction, directive, judgment or decree of a court of competent jurisdiction applicable to the Parties. (e)“Bermuda Monetary Authority” means the regulatory authority in Bermuda that is responsible for the registration and on-going supervision of the Reinsurer. (f)“Business Day” means any day other than a day on which banks in the Province of Ontario or Bermuda are permitted or required to be closed. (g)“Ceding Company” shall have the meaning specified in the Preamble. (h)“CGAAP” means applicable Canadian generally accepted accounting principles as modified by the requirements, if any, of OSFI. (i)“Change of Control” shall have the meaning specified in Section 21 . 10 . (j)“Claims” means any and all claims, requests, demands or notices made under a Reinsured Policy for payment of benefits or other obligations, including death benefits, waived premiums, returned premium or any other payments alleged to be due in accordance with the terms and conditions of such Reinsured Policy. (k)“Commissions” means the contractual amounts earned by and the bonuses paid to the Ceding Company's sales representatives in connection with the Reinsured Policies on and after the Effective Date. (l)“Commutation Payment” shall have the meaning specified in Section 11.5. (m)“Confidential Information” shall have the meaning specified in Section 21.10. (n)“Conversion” means the issuance by the Ceding Company of a new Coverage in replacement of a Coverage under a Reinsured Policy pursuant to an option granted under the terms of such Reinsured Policy; provided, however, in no event shall Conversions include any Renewal. (o)“Coverage” means, with respect to any Policy, one or more life insurance coverages issued by the Ceding Company. A single Policy may have multiple Coverages issued to multiple individuals and such multiple Coverages, in turn, may have different Original Initial Level Premium Periods, all within a single Policy. (p)“Covered Liabilities” means all liabilities incurred by the Ceding Company under the express terms of the Reinsured Policies (including End of Term Renewals) and all Reinsured ECOs; provided, however, in no event shall Covered Liabilities include any Excluded Liabilities. (q)“Direct Premiums” means all premiums actually received from the Policyholders attributable to the Reinsured Policies from and after the Effective Date and waived premiums on such Policies. (r)“Effective Date” means January 1, 2010. (s)“Eligible Assets” means assets permitted to be vested in trust pursuant to the Reinsurance Trust Agreement and the Investment Guidelines (“Eligible Assets” ); provided, however, investments in or issued by an entity controlling, controlled by or under common control with either the Ceding Company or the Reinsurer shall not exceed 5% of total investments. The Eligible Assets are further subject to and limited by, the Investment Guidelines. (t)“End of Term Conversion” means, with respect to a Coverage under a Reinsured Policy, a Conversion that occurs (i) at any time during the two year period ending on the last day of the Original Initial Level Premium Period of a Coverage or (ii) after the last day of such period. (u)“End of Term Renewal” means a Renewal that occurs at the end of the Original Initial Level Premium Period. (v)“Excluded Liabilities” shall have the meaning specified in Section 2.2. (w)“Existing Practice” shall have the meaning specified in Section 17.2(a). (x)“Expense Allowance” means an annualized per base policy expense allowance equal to the Reinsurer's Quota Share multiplied by C$42.50 for each Reinsured Policy payable on a monthly basis, which amount shall be increased (i) by 3% on the first anniversary date of the Effective Date and (ii) thereafter, by a compounded rate equal to the percentage increase, if any, in the labour cost index published by Statistics Canada on each subsequent anniversary date of the Effective Date. (y)“Extra-Contractual Obligations” means all liabilities, obligations and expenses not arising under the express terms and conditions of any Reinsured Policy, whether such liabilities, obligations or expenses are owing to an insured, a Governmental Authority or any other Person in connection with such Reinsured Policy, including (a) any liability for punitive, exemplary, consequential, special, treble, tort, bad faith or any other form of extra-contractual damages, (b) damages or claims in excess of the applicable policy limits of the Reinsured Policies, (c) statutory or regulatory damages, fines, penalties, administrative monetary amounts, forfeitures and similar charges of a penal or disciplinary nature, and (d) liabilities and obligations arising out of any act, error or omission, whether or not intentional, in bad faith or otherwise, including any act, error or omission relating to (i) the form, marketing, production, issuance, sale, cancellation or administration of Reinsured Policies or (ii) the failure to pay or the delay in payment of claims, benefits, disbursements or any other amounts due or alleged to be due under or in connection with Reinsured Policies (exclusive of interest on payments to Policyholders, as determined in accordance with the laws of the jurisdiction applicable to such Reinsured Policy). For avoidance of doubt, any liabilities, obligations and expenses relating to any change in the Reinsured Policies arising out of or resulting from litigation, arbitration or settlements will be deemed Extra-Contractual Obligations. (z)“Financial Statement Credit” means credit for reinsurance permitted by OSFI on the Ceding Company's financial statements and MCCSR calculations filed with OSFI with respect to the Reinsured Policies as though licensed reinsurance was provided. (aa)“Governmental Authority” means any federal, provincial, state, county, local, foreign or other governmental or public agency, instrumentality, commission, authority or self-regulatory organization, board or body, including OSFI and other insurance regulatory authorities. (bb)“Indemnification Claims” shall have the meaning specified in Section 18.1. (cc)“Investment Guidelines” means the investment guidelines attached as Exhibit VIII. 2 (dd)“Initial Ceding Commission” means the sum of C$74,000,000 as determined in accordance with the actuarial report originally dated October 21,2009 and revised as of November 25,2009. (ee)“Market Value” shall have the meaning specified in the Reinsurance Trust Agreement. (ff)“MCCSR” means minimum continuing capital and surplus requirements determined in accordance with the MCCSR Guideline. (gg)“MCCSR Guideline” means Guideline A - entitled “Minimum Continuing Capital and Surplus Requirements for Life Insurance Companies dated December 2009. (hh)“Milliman” shall have the meaning specified in Section 17.1(e). (ii)“Milliman Information” shall have the meaning specified in Section 17.1(e). (jj)“Milliman Report” shall mean the report attached hereto as Exhibit VII. (kk)“Monthly Account Balance Report” shall have the meaning specified in Section 8.2. (ll)“Monthly Report” shall have the meaning specified in Section 8 . 1 . (mm)“Net Premium” shall have the meaning specified in Section 4.1(b). (nn)“Original Initial Level Premium Period” means, with respect to each Reinsured Policy, the period beginning with the original issue date of a Coverage and ending with the first premium increase date identified within such Reinsured Policy on which premiums for such Coverage will increase without a corresponding increase in the terms or limits of such Coverage. (oo)“OSFI” means the Office of the Superintendent of Financial Institutions, Canada. (pp)“Parties” shall have the meaning specified in the Preamble. (qq)“Person” means any natural person, corporation, limited liability company, unlimited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. (rr)“Policies” means term life insurance base policies and riders thereto issued by the Ceding Company. (ss)“Policyholders” means the owners or holders of one or more of the Reinsured Policies. (tt)“Premium Taxes” means any Taxes imposed on premiums relating to the Reinsured Policies. (uu)“Prime Rate” means, as of any day, a fluctuating interest rate per annum equal to the “prime” rate of interest announced publicly by The Royal Bank of Canada. If the Royal Bank of Canada does not publicly announce a prime rate, the Ceding Company and the Reinsurer (or its designee) shall jointly select another bank that publicly announces a prime rate and the prime rate publicly announced by that bank shall be used. (vv)“Primerica” means Primerica, Inc., a Delaware corporation. (ww)“Recapture Fee” shall have the meaning specified in Section 11.3. (xx)“Recapture Notice” shall have the meaning specified in Section 11 . 2 . (yy)“Reinstatement” shall have the meaning specified in Section 7.1. (zz)“Reinsurance Trust Account” shall have the meaning specified in Section 15.1. (aaa)“Reinsurance Trust Account Balance” means, as of the last day of each calendar quarter following the date hereof, the aggregate Market Value as of such date of the Eligible Assets maintained in the Reinsurance Trust Account (bbb)“Reinsurance Trust Agreement” shall have the meaning specified in Section 15.1. (ccc)“Reinsured ECOs” means (i) Extra-Contractual Obligations paid by the Ceding Company to a single (or joint) policyholder or beneficiary in the ordinary course of business, consistent with prudent business practices and (ii) Extra-Contractual Obligations arising in circumstances where the Reinsurer is an active party and directs or consents to the act, omission or course of conduct occurring after the date hereof that resulted in such Extra- Contractual Obligation; provided, however, that Reinsured ECOs shall not include any liabilities: (x) relating to class actions of any kind; (y) relating to sales, marketing or distribution practices of the Ceding Company or its sales representatives directed or applied to any specific class of policyholders, as indicated on the underwriting records of the Ceding Company; or (z) relating to or based on violations of, or noncompliance with, Applicable Law by the Ceding Company. 3 (ddd)“Reinsured Policies” means Policies issued (i) on the policy forms identified in Exhibit I and riders thereto in force as of 11:59 p.m. (EST) on December 18, 2009; and (ii) as a result of any Conversions thereto, but not including any End of Term Conversions arising from Coverages with an Original Initial Level Premium Period ending on or after January 1, 2017. For greater certainty, the Reinsured Policies do not include any segregated fund business. (eee)“Reinsurer” shall have the meaning specified in the Preamble. (fff)“Reinsurer's Quota Share” means eighty percent (80%) or such other percentage as modified to reflect a partial recapture of the Reinsurer's Quota Share of the Reinsured Policies pursuant to the terms and conditions specified in Article XI. (ggg)“Renewal” means the continuation of coverage under a Reinsured Policy after the end of the Original Initial Level Premium Period of such coverage in accordance with the terms of the Reinsured Policy. (hhh)“Renewal Recapture Right” shall have the meaning specified in Section 11.4. (iii)“Representatives” shall have the meaning specified in Section 12.1. (jjj)“Required Balance” means, as of any date, the amount equal to the greater of (i) the Reinsurer's Quota Share of the Subject Reserves with respect to the Reinsured Policies, and (ii) the amount of assets held in trust necessary at any particular point in time under the MCCSR Guideline in order for the Ceding Company to take full Financial Statement Credit for the unlicensed reinsurance in the same manner as if licensed reinsurance was being provided that enables the Ceding Company to maintain its OSFI target capital ratio as well as to be able to meet all Dynamic Capital Adequacy Testing adverse scenarios that may be required by OSFI with respect to the Reinsurer's Quota Share of the Subject Reserves. For greater certainty, the amount of Trust Assets held in trust shall at no time be less than a minimum of an amount equal to 100% of the aggregate liability ceded (if greater than zero) plus 70% of the offsetting reserves ceded (MCCSR Guideline section 1.2.3.2) plus 150% of the Regulatory Required Capital for the Ceded Business as defined by the MCCSR Guideline, as calculated in Schedule C hereto as of December 31, 2009. (kkk)“Required Regulatory Capital” means the amount of capital necessary to be maintained by the Ceding Company under the MCCSR Guideline with respect to the Subject Reserves. (lll)“Subject Reserves” means, as of any date, all reserves set forth on Schedule A as of such date corresponding to liabilities of a type or kind identified as Covered Liabilities, related to the Reinsured Policies, such amount as determined by the Ceding Company in accordance with the methodologies used by the Ceding Company to calculate such amounts for purposes of its financial statements prepared in accordance with CGAAP, or such other accounting standards as may be applicable during the term of this agreement, and generally consistent with past practices as of all dates without giving effect to this Agreement or as may otherwise be required to be maintained pursuant to the Insurance Companies Act (Canada) and its applicable regulations as well as any instructions, advisories or guidelines issued by OSFI, including the MCCSR Guideline. (mmm)“Superintendent” means the Superintendent of Financial Institutions (Canada). (nnn)“Tax Authority” means the Canada Revenue Agency and any other domestic or foreign Governmental Entity responsible for the administration of any Taxes. (ooo)“Taxes” means all forms of taxation, whether of Canada or elsewhere and whether imposed by a local, municipal, provincial, state, federal, foreign or other body or instrumentality, and shall include, without limitation, income, excise, sales, use, gross receipts, value added and premium taxes, together with any related interest, penalties and additional amounts imposed by any taxing authority. (ppp)“Then Current Practice” shall have the meaning specified in Section 17.2(a). (qqq)“Third Party Reinsurance” means reinsurance of the Reinsured Policies placed with third party reinsurers, as identified and summarized in Exhibit II (as such Exhibit II may be amended from time to time). (rrr)“Third Party Reinsurance Premiums” means all premiums paid by the Ceding Company on or after the Effective Date for coverage under Third Party Reinsurance, net of refunds of unearned premiums on lapse (except that the refund of unearned premiums shall only apply for premiums payable under Third Party Reinsurance on or after the Effective Date). (sss)“Top-Up Notice” shall have the meaning specified in Section 8.3. (ttt)“Trust Assets” shall have the meaning specified in Section 15.2(a). (uuu)“Trustee” shall have the meaning specified in Section 15.1. 4 ARTIC LE II REINSURANCE Section 2.1 Reinsurance. Subject to the terms and conditions of this Agreement, the Ceding Company hereby cedes on an indemnity basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to reinsure on an indemnity basis, the Reinsurer's Quota Share of the Covered Liabilities, provided, however, in the event of a recapture involving a pro rata portion of the Reinsurer's Quota Share of the Reinsured Policies pursuant to Article XI hereof, the Reinsurer's Quota Share of the Covered Liabilities will be proportionately reduced. The Reinsurer’s Quota Share of Covered Liabilities shall be reduced, but not below zero, by the Reinsurer's Quota Share of Third Party Reinsurance for Covered Liabilities in accordance with the respective terms thereof, to the extent such Third Party Reinsurance is actually collected. Section 2.2 E xclusions . Notwithstanding any provision of this Agreement to the contrary, the Reinsurer shall not be liable for any liabilities or obligations of the Ceding Company that are not Covered Liabilities, including: (a)liabilities relating to benefits, including, but not limited to, terminal illness benefits, other than life insurance death benefits, any related waiver of premium coverages and write-offs of terminal illness policy loan balances; (b)any liabilities resulting from any coverage added after the Effective Date to a Reinsured Policy that is not a Conversion or Renewal or otherwise required or permitted by the terms of such Reinsured Policy in effect on the Effective Date, unless such additional coverage is required by applicable law or has been approved in writing in advance by the Reinsurer; (c)any liabilities relating to deaths occurring prior to the Effective Date; (d)Extra-Contractual Obligations, other than Reinsured ECOs; (e)any loss or liabilities relating to or arising from the Ceding Company's Retained Asset Account for the Reinsured Policies; (f)any losses or liabilities arising under any End of Term Conversion occurring on or after January 1,2017; (g)any loss or liabilities relating to or arising from actions taken by the Ceding Company without the consent of the Reinsurer as required by Section 17.2(b) hereof; (h)any loss or liabilities relating to or arising from claims made, or lawsuits brought, by agents of the Ceding Company; and (i)all liabilities or obligations of any kind or nature whatsoever that do not relate to the Reinsured Policies (collectively, (a)-(i) constitute the “Excluded Liabilities”). Section 2.3 Territory . The reinsurance provided under this Agreement shall apply to the Covered Liabilities covering lives and risks wherever resident or situated. ARTICLE III COMMENCEMENT OF THE REINSURER'S LIABILITY Section 3.1 Commencement of the Reinsurer's Liability . Except as otherwise set forth in this Agreement, the Reinsurer’s liability under this Agreement shall attach simultaneously with that of the Ceding Company, and all reinsurance with respect to which the Reinsurer shall be liable by virtue of this Agreement shall be subject in all respects to the same risks, terms, rates, conditions, interpretations, and to the same modifications, alterations, cancellations and receivables under Third Party Reinsurance, as the respective Reinsured Policies to which liability under this Agreement attaches, the true intent of this Agreement being that the Reinsurer shall, in every case to which liability under this Agreement attaches, and always subject to the Excluded Liabilities, follow the fortunes of the Ceding Company. 5 ARTIC LE IV REINSURANCE PREMIUMS. ALLOWANCES AND OTHER OBLIGATIONS Section 4.1 Reins urance Premiums . (a)On the date hereof, as consideration for the reinsurance provided hereunder, the Ceding Company shall transfer to the Reinsurance Trust Account on behalf of the Reinsurer an amount equal to the Reinsurer's Quota Share of the Subject Reserves, if positive, and advance premiums attributable to the Reinsured Policies as of the Effective Date and the Reinsurer shall pay to the Ceding Company an amount equal to the Initial Ceding Commission and the value of the Reinsurer’s Quota Share of the Subject Reserves, to the extent such reserves are negative. For greater certainty, the Ceding Company shall retain all reserves, if any, established with respect to Excluded Liabilities. Any Eligible Assets shall be free of all liens, charges or encumbrances, and assigned or endorsed in blank by the Ceding Company to the Trustee in order to transfer absolutely and unequivocally all right, title and interest in such assets. (b)As additional consideration for the reinsurance provided herein, on a monthly basis during the term of this Agreement, the Ceding Company shall pay to the Reinsurer the Reinsurer's Quota Share of Direct Premiums net of the Reinsurer's Quota Share of Third Party Reinsurance Premiums (the “Net Premium”). The Net Premium shall be paid in accordance with Article VIII. Section 4.2 Allowances . At each month end following the date hereof, the Reinsurer shall pay the Ceding Company the Expense Allowance calculated on the basis of the number of Reinsured Policies in force on such date. The number of Reinsured Policies in force for each calendar month shall be determined by adding the number of Reinsured Policies in force on the last day of the prior calendar month (or December 18, 2009 for the initial calculation) and the number of Reinsured Policies in force on the last day of the current calendar month and dividing that total by two (2); provided, however, if there are any End of Term Renewals, the Expense Allowance for the Reinsured Policies associated with such End of Term Renewals that start after December 31, 2016 will be zero. The Expense Allowance shall be payable in accordance with Article VIII. Section 4.3 Other Obligations . On a monthly basis during the term of this Agreement, the Reinsurer shall pay the Ceding Company the Reinsurer's Quota Share of the following amounts: (i) 2.1% of premiums collected for such month in connection with the Reinsured Policies as a provision for Premium Taxes incurred by the Ceding Company; (ii) C$50 for each new Conversion which results in the issuance of a Reinsured Policy (including the issuance of one or more riders to a base Policy); (iii) Commissions for each Reinsured Policy; and (iv) any out-of-pocket underwriting fees associated with Reinstatements. Section 4.4 Third Party Reinsurance . The Ceding Company shall pay to the Reinsurer the Reinsurer's Quota Share of all ceding commissions and any Premium Tax or other expense allowances collected by the Ceding Company from the reinsurers under Third Party Reinsurance. ARTICLE V TAXES Section 5.1 Guaranty Fund Assessments . Except as provided in Section 4.2, the Reinsurer shall not reimburse the Ceding Company for any guaranty fund assessments arising on account of premiums on the Reinsured Policies. Section 5.2 Tax Elections . The parties agree to make all necessary tax elections to facilitate the intent of this Agreement or the transactions contemplated hereby. 6 ARTIC LE VI CLAIMS Section 6.1 Notice of Claims . Claim amounts less than or equal to C$250,000 (net of amounts recoverable under Third Party Reinsurance) will be reported by the Ceding Company to the Reinsurer on a bordereau basis, and all other Claims shall be reported on an individual basis, in each case in accordance with Section 8.1. Section 6.2 Settlement Authority . The Ceding Company shall have full authority to determine liability on any Claim reinsured hereunder and may settle losses as it deems appropriate, but in so doing it shall act with the skill and diligence commonly expected from qualified personnel performing such duties for Canadian life insurance companies and consistent with the Ceding Company's Then Current Practice. Section 6.3 Claim Payments . Following receipt by the Reinsurer of the Monthly Report setting forth the Ceding Company's payment of any Covered Liabilities reinsured hereunder, the Reinsurer shall make payment of the Reinsurer's Quota Share of the Covered Liabilities in accordance with Article VIII. Section 6.4 Misstatement of Age or Sex . In the event of an increase or reduction in the amount of the Ceding Company’s insurance on any Reinsured Policy because of an overstatement or understatement of age or misstatement of sex, established during the life, or after the death, of the insured, the Reinsurer will share in such increase or reduction in proportion to the Reinsurer’s Quota Share. ARTICLE VII REINSTATEMENTS Section 7.1 Reinstatements . If a Reinsured Policy is reinstated in accordance with its terms and the Ceding Company's reinstatement rules as in effect on the Effective Date (a “Reinstatement”), the reinsurance of such Reinsured Policy will be restored as if no change had occurred. In such a case, the Ceding Company shall promptly pay the Reinsurer the Reinsurer's Quota Share of the Net Premiums attributable to such Reinstatement ARTICLE VIII ACCOUNTING AND RESERVES Section 8.1 Monthly Reports . Within twenty (20) Business Days after the end of each calendar month, the Ceding Company shall deliver to the Reinsurer the following monthly reports (each a “Monthly Report” ) substantially in the form set forth in Exhibit III hereto: i) Monthly Settlement Report; (ii) Policy Exhibit; (iii) Reserve Report; (iv) Claim Reserve Report; (v) Bordereau Report; and (vi) Non-Bordereau Claims Report it being understood that the initial Monthly Report shall be for the period from the Effective Date to the last day of the month in which this Agreement is executed. Section 8.2 Monthly Account Balance Reports . No later than ten (10) Business Days after the end of each calendar month, the Ceding Company shall prepare and deliver to the Reinsurer a report in the form and containing the information set forth in Exhibit IV (each a “Monthly Account Balance Report”). Section 8.3 S ettlements . (a)All monthly settlements shall be effected as follows: (i) if the Monthly Report shows that the Ceding Company owes the Reinsurer a positive amount, the Ceding Company will pay the amount owed simultaneously with the delivery to the Reinsurer of the Monthly Report and (ii) if the Monthly Report shows that the Reinsurer owes the Ceding Company a positive amount, the Reinsurer shall pay the amount owed within twenty (20). Business Days after receiving the Monthly Report, it being understood that, for purposes of this Section 8.3(a), appropriate adjustments shall be made for withdrawals and reimbursements made during the month by the Ceding Company pursuant to Sections 15.5 and 15.6. 7 (b)If the Reserve Report provided to the Reinsurer for the last month of a calendar quarter, which report shall be prepared in accordance with CGAAP, shows that the Reinsurance Trust Account Balance is less than the Required Balance or if at any time specified by OSFI the Reinsurance Trust Account Balance is less than the Required Balance, the Ceding Company shall provide notice to the Reinsurer of the failure by the Reinsurer to ensure the Reinsurance Trust Account Balance equals or exceeds the Required Balance as of the end of the immediately preceding calendar quarter or such other time as OSFI has specified, the Ceding Company shall notify the Reinsurer of the amount of the deficiency along with a copy of the applicable Monthly Report (the “Top-Up Notice” ). The Top-Up Notice shall be delivered to the Reinsurer at the same time as the copy of the Monthly Report for the same calendar quarter. (c)All settlements of account between the Ceding Company and the Reinsurer shall be made in cash or its equivalent. Section 8.4 Offset and Recoupment . Each Party, at its option, may offset or recoup any balance or balances, whether on account of premiums, Expense Allowances, claims and losses or amounts otherwise due from one Party to the other under this Agreement, or as a result of damages awarded to either Party pursuant to litigation or otherwise, which shall be deemed mutual debts or credits, as the case may be; provided, however, that the Party electing such right with respect to matters not reflected in the Monthly Reports shall notify the other Party in writing of its election to do so. This Section 8.4 shall not be modified or reconstrued due to the insolvency, liquidation, rehabilitation, conservatorship or receivership of either Party. Section 8.5 Currency. All financial data required to be provided pursuant to the terms of this Agreement shall be expressed in Canadian dollars. All payments and all settlements of account between the Parties shall be in Canadian currency unless otherwise agreed by the Parties. ARTICLE IX EXPENSES IN CONNECTION WITH THE REINSURED POLICIES Section 9.1 Expenses in Connection with the Reinsured Policies . The Ceding Company shall pay for all expenses and charges incurred in connection with the Reinsured Policies including medical examinations, inspection fees, and other fees. Except as provided in Section 4.2 and Section 4.3, such amounts shall not be reimbursed by the Reinsurer. ARTICLE X ERRORS AND OMISSIONS Section 10.1 Errors and Omissions . Subject to the terms of this Agreement, neither Party hereto shall be prejudiced in any way by inadvertent errors or omissions made by such Party in connection with this Agreement provided such errors and omissions are corrected promptly following discovery thereof. Upon the discovery of an inadvertent error or omission by either Party hereto, appropriate adjustments shall be made as soon as practicable to restore the Parties to the fullest extent possible to the position they would have been in had no such inadvertent error or omission occurred. ARTICLE XI RECAPTURE Section 11.1 Recapture . The Ceding Company may in accordance with the provisions of this Article XI recapture, in its sole discretion, all or a pro rata portion of all of the Reinsurer's Quota Share of the Reinsured Policies upon the occurrence of one of the following events; (a)If the Reinsurer becomes insolvent; (b)If the Bermuda Monetary Authority takes control of the assets of the Reinsurer and/or cancels or significantly restricts the conditions of the Reinsurer’s license; (c)If either the Bermuda Monetary Authority, Petitioning Creditor(s) or the Reinsurer institutes a proceeding or petition for, the appointment of a liquidator of the Reinsurer; 8 (d)If the Reinsurer fails to take steps reasonably satisfactory to the Ceding Company to assure the Ceding Company of full Financial Statement Credit for the Reinsured Policies within forty-five (45) calendar days of Reinsurer’s receipt of written notice from the Ceding Company that the Ceding Company has been advised by any Governmental Authority that the Governmental Authority will deny or has denied Financial Statement Credit on any financial statement filed by the Ceding Company with such Governmental Authority; (e)If the Reinsurer is in material breach of any other representation, warranty or covenant under this Agreement and the Reinsurer fails to cure any such material breach of any representation, warranty or covenant hereunder within sixty (60) calendar days of receipt of written notice of such breach by the Reinsurer; or (f)If the Reinsurer fails in any material respects to fund the Reinsurance Trust Account to the amount required after receipt of the Top-Up Notice under Section 15.3(c) within the time period specified therein, and the Reinsurer fails to cure any such funding deficiency within twenty (20) Business Days of receipt of written notice of such funding deficiency by the Reinsurer. Section 11.2 Notice of Recapture . The Ceding Company shall notify the Reinsurer in writing of the reasons for, and the effective date of, the recapture at least ninety (90) calendar days prior to the effective date of recapture (the “Recapture Notice”); provided, however. that the recapture shall not be deemed to be consummated until the final accounting described in Section 11.4 of this Article XI has been completed and the Reinsurer has paid the Commutation Payment, if any. Section 11.3 Recapture Fee . The Ceding Company shall pay a recapture fee (the “Recapture Fee”) to the Reinsurer upon (i) the occurrence of any recapture of the Reinsured Policies pursuant to Section 11.1 (d) if such recapture was triggered by the inability of the Ceding Company to obtain full Financial Statement Credit for the Reinsured Policies due to actions taken by the Ceding Company or its Affiliates; provided, however, that if the Reinsurer is in material breach of any representation, warranty or covenant under this Agreement at the time a recapture is triggered under Section 11.1 (d), no Recapture Fee will be due and payable by the Ceding Company or (ii) termination of this Agreement under Section 20.3(a). The Recapture Fee shall be equal to an amount to be determined by an actuarial appraisal prepared by a nationally recognized independent actuarial firm in accordance with methodologies agreed upon by the Ceding Company and Reinsurer to determine the value of the Reinsured Policies at such time in a manner consistent with the valuation of the Reinsured Policies as set forth in the Milliman Report and consistent with the determination of the Initial Ceding Commission based on such valuation. Section 11.4 Renewal Recapture . The Ceding Company shall also have the right, upon prior written notice to the Reinsurer, to recapture, in its sole discretion, all or a pro rata portion of End of Term Renewals arising from Policies with an Original Initial Level Premium Period ending on or after January 1, 2017 (the “Renewal Recapture Right”). No Recapture Fee is payable in connection with the recapture of any End of Term Renewal. Section 11.5 Commutation Accounting and Settlement. In the event of any recapture under this Article XI, the Reinsurer shall pay to the Ceding Company an amount equal to (i) the Reinsurer's Quota Share of the Subject Reserves and advance premiums, if applicable, attributable to the Reinsured Policies being recaptured, calculated as of the effective date of the recapture set forth in the Recapture Notice, minus (ii) any amounts due to the Reinsurer but unpaid under this Agreement, including the Recapture Fee, if any, and net deferred premiums; plus (iii) any amounts due to the Ceding Company but unpaid under this Agreement (collectively, the “Commutation Payment”); provided, however, that, if the amount calculated pursuant to clause (ii) of this subsection exceeds the amounts calculated pursuant to clauses (i), (ii) and (iii) of this subsection, the Ceding Company shall pay to the Reinsurer the amount of such excess. Following recapture and payment to the appropriate Party of the net Commutation Payment required hereunder, neither Party shall have further liability to the other Party hereunder with respect to the recaptured business. Section 11.6 Limitation on Partial Recaptures . Notwithstanding the provisions of Sections 11.1, the Ceding Company shall not be permitted to effect a partial recapture pursuant to Section 11.1 if, after giving effect to the recapture, the Subject Reserves would be less than C$75,000,000. 9 ARTICL E XII ACCESS TO BOOKS AND RECORDS Section 12.1 Access t o Books and Records . (a)The Ceding Company shall, upon reasonable notice and subject to Applicable Law, provide to the Reinsurer and the counsel, financial advisors, accountants, actuaries and other representatives of the Reinsurer (the “Representatives”) access, at the Reinsurer's sole cost and expense, to review, inspect, examine and reproduce the Ceding Company's books, records, accounts, policies, practices and procedures, including underwriting, policy, claims administration guidelines and sales and Conversion practices, relating to the Reinsured Policies, including any audits and self assessments conducted by the Ceding Company as well as any unaudited information provided to Primerica in connection with Primerica's public company reporting requirements, at the place such records are located, and to discuss such matters with the employees, external auditors and external actuaries of the Ceding Company that are knowledgeable about such records, without undue disruption of the normal operations of the Ceding Company. (b)The Reinsurer and its Representatives shall have the right, at its sole cost and expense, to conduct audits from time to time, upon reasonable notice to the Ceding Company, of the relevant books, records, accounts, policies, practices and procedures, including underwriting, policy, claims administration guidelines and sales and Conversion practices of the Ceding Company relating to the Reinsured Policies. Reinsurer shall also have the right, at any time it deems necessary, to request that the Ceding Company provide a copy of specific Claim files for the Reinsurer review. The Reinsurer's requests will be limited to paid or settled Claims with a Claim amount greater than C$250,000. (c)The Reinsurer shall reimburse the Ceding Company for any reasonable out-of-pocket costs that the Ceding Company incurs in providing assistance to the Reinsurer and its Representatives in connection with this Section 12.1. (d)The Ceding Company shall use its reasonable best efforts to assist and cooperate with the Reinsurer and its Representatives in providing access to the relevant in force files, experience data, books, records and accounts of the Ceding Company relating to the Reinsured Policies. ARTICLE XIII INSOLVENCY Section 13.1 Insolvency . In the event of the insolvency of the Ceding Company, payments due the Ceding Company on all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by the Reinsurer on the basis of claims filed and allowed in the liquidation proceeding under the Reinsured Policies without diminution because of the insolvency of the Ceding Company, either directly to the Ceding Company or to its domiciliary liquidator, receiver or statutory successor, except where the Reinsurer, with the consent of the Policyholder and in conformity with Applicable Law, has assumed the Ceding Company's obligations as direct obligations of the Reinsurer to the payees under the Reinsured Policies and in substitution for the obligations of the Ceding Company to the payees. It is understood, however, that in the event of the insolvency of the Ceding Company, the liquidator or receiver or statutory successor of the Ceding Company shall give written notice to the Reinsurer of any impending Claim against the Ceding Company on a Reinsured Policy within a reasonable period of time after such Claim is filed in the insolvency proceedings and that during the pendency of such Claim the Reinsurer may, at its own expense, investigate such Claim and interpose, in the proceeding where such Claim is to be adjudicated any defense or defenses which it may deem available to the Ceding Company or its liquidator or receiver or statutory successor. It is further understood that the expense thus incurred by the Reinsurer shall be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. 10 ARTICL E XIV DISPUTE RESOLUTION Section 14.1 Consent to Jurisdiction . Each of the Parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the Province of Ontario for the purposes of enforcing this Agreement. The Parties shall take such actions as are within their control to cause any disputes as described in the preceding sentence to be assigned to the Commercial List of the Ontario Superior Court of Justice in Toronto. In any action, application or other proceeding, each of the Parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of the courts of Ontario, that such action, application or proceeding is brought in an inconvenient forum or that the venue of such action, application or other proceeding is improper. Each of the Parties hereto also agrees that any final order or judgment for which there are no further rights of appeal against any Party hereto in connection with any action, application or other proceeding as contemplated in this Article XIV shall be conclusive and binding on such Party and that such order or judgment may be enforced in any court of competent jurisdiction, either within or outside of Canada or Bermuda. A certified copy of such order or judgment shall be conclusive evidence of the fact and amount of such award or judgment. Section 14.2 Waiver of Jury Trial . Each of the Parties hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby. Section 14.3 Specific Performance. The Parties recognize and agree that if for any reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each Party agrees that, in addition to any other available remedies each other Party shall be entitled to an injunction restraining any violation or threatened violation of any of the provisions of this Agreement without the necessity of posting a bond or other form of security. In the event that any action should be brought in equity to enforce any of the provisions of this Agreement, no Party will allege, and each Party hereby waives the defense, that there is an adequate remedy at law. ARTICLE XV REINSURANCE TRUST ACCOUNT Section 15.1 Reinsurance Trust Agreement. On the date hereof, in accordance with the standard form reinsurance trust agreement issued by OSFI to be entered into between Ceding Company, the Reinsurer, OSFI and the trustee (the “Trustee”) in the form attached hereto as Exhibit V (as such agreement may be amended from time to time in writing by mutual consent of OSFI, the Ceding Company, the Reinsurer and the trustee thereunder, the “Reinsurance Trust Agreement”), the Reinsurer, as grantor, shall create a trust account (the “Reinsurance Trust Account”) naming the Ceding Company as sole beneficiary thereof. The Reinsurance Trust Account shall initially be funded with Trust Assets the Market Value of which (as of the date hereof) is at least equal to the Required Balance as of the Effective Date. The Trust Assets must be maintained at all times in accordance with the terms and conditions of the Reinsurance Trust Agreement, the Insurance Companies Act (Canada), its applicable regulations and any applicable instructions, advisories or guidelines issued by OSFI. Section 15.2 Investm ent of Trust Assets . (a)The assets held in the Reinsurance Trust Account (the “Trust Assets”) shall consist of Eligible Assets. (b)The Reinsurer shall appoint either a third-party investment manager or a Citigroup Inc. affiliate to manage the assets held in the Reinsurance Trust Account, pursuant to an investment management agreement in a form acceptable to the Ceding Company. The Reinsurer shall be responsible for all fees arising from the services provided by such third-party investment manager or Citigroup Inc. affiliate. Section 15.3 Adjustment of Tr ust Assets and Withdrawals . (a)Any adjustments of Trust Assets or withdrawals of Trust Assets from the Reinsurance Trust Account shall be in compliance with the terms of the Reinsurance Trust Agreement. (b)The amount of Trust Assets to be maintained in the Reinsurance Trust Account shall be adjusted following the end of each calendar quarter or at such other time as OSFI may specify in accordance with the Reserve Report for the last calendar month of each calendar quarter provided to the Reinsurer pursuant to the terms of Section 8.1 or the instructions of OSFI. Such report shall set forth the amount by which the Reinsurance Trust Account Balance equals or exceeds the Required Balance, in each case as of the end of the immediately preceding calendar quarter or at such other time as OSFI may specify. 11 (c)If the Reinsurance Trust Account Balance exceeds 105% of the Required Balance, in each case as of the end of the immediately preceding calendar quarter or at such other time as OSFI may specify, then the Reinsurer shall have the right to seek approval from the Ceding Company (which shall not be unreasonably or arbitrarily withheld, conditioned or delayed) and from OSFI to withdraw the excess. (d)The Reinsurer shall, no later than twenty (20) Business Days following receipt of the Top-Up Notice or at such earlier time as OSFI may specify, place additional Trust Assets into the Reinsurance Trust Account so that the Reinsurance Trust Account Balance, as of the date such additional Trust Assets are so placed, is no less than the Required Balance as of the end of the immediately preceding calendar quarter or at such other time as OSFI may specify. (e)Without limitation of the other provisions of this Section 15.3, subject to obtaining the Ceding Company's prior consent (which shall not be unreasonably or arbitrarily withheld, conditioned or delayed) and OSFI's prior consent, the Reinsurer may remove Trust Assets from the Reinsurance Trust Account; provided, however, that the Reinsurer, at the time of such withdrawal, replaces the withdrawn assets with Trust Assets permitted under the terms of the Reinsurance Trust Agreement and by OSFI and having a Market Value equal to or greater than the Market Value of the Trust Assets withdrawn so that the Reinsurance Trust Account Balance, as of the date of such withdrawal, is no less than the Required Balance as of the end of the immediately preceding calendar quarter or such other time as OSFI may specify. (f)Unless the Trustee is otherwise directed in writing by OSFI: (i)the Reinsurer shall be entitled to all income on the assets held in the Reinsurance Trust Account collected by the Trustee, as the same is collected; and (ii)the Reinsurer shall be entitled at all times to exercise, through such officer or other person designated by it, the right of attending, acting and voting at meetings of corporations or security holders or otherwise in respect of the assets held in the Reinsurance Trust Account. Section 15.4 Negotiability of Trust Assets . Prior to depositing Trust Assets with the Trustee, the Reinsurer shall execute all assignments or endorsements in blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignments, in order that the Ceding Company, or the Trustee upon direction of the Ceding Company, may whenever necessary negotiate any such assets without consent or signature from the Reinsurer or any other entity. Section 15.5 Ceding Company's Withdrawals . The Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company) may only withdraw Trust Assets pursuant to the terms of the Reinsurance Trust Agreement. Section 15.6 Return of Excess Withdrawals. The Ceding Company shall return to the Reinsurer, within five (5) Business Days, assets withdrawn in excess of all amounts due under Section 15.5. Any assets subsequently returned shall include interest at the Prime Rate applied on a daily basis for the amounts returned. Section 15.7 Costs of Trust. The cost of maintaining the Reinsurance Trust Account shall be borne by the Reinsurer. ARTICLE XVI THIRD PARTY BENEFICIARY Section 16.1 Third Party Beneficiary. Nothing in this Agreement or the Reinsurance Trust Agreement is intended to give any person, other than the Parties to such agreements, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or the Reinsurance Trust Agreement or any provision contained therein. 12 ARTICLE XVII REPRESENTATIONS, WARRANTIES AND COVENANTS Section 17.1 Representations and W arranties of the Ceding Company . (a)Organization, Standing and Authority of the Ceding Company . The Ceding Company is a life insurance company duly organized, validly existing and in good standing under the federal laws of Canada, and has all requisite corporate power and authority to carry on the operations of its business as they are now being conducted. The Ceding Company has obtained all authorizations and approvals required under Applicable Law to enter into and perform the obligations contemplated of the Ceding Company under this Agreement. (b)Authorization . The Ceding Company has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery by the Ceding Company of this Agreement, and the performance by the Ceding Company of its obligations under this Agreement, have been duly authorized by all necessary corporate action and do not require any further authorization, action or consent of the Ceding Company. This Agreement, when duly executed and delivered by the Ceding Company, subject to the due execution and delivery by the Reinsurer, will be a valid and binding obligation of the Ceding Company, enforceable against the Ceding Company in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting enforcement of creditors' rights and to general equity principles. (c)No Conflict or Violation . Except as set forth in Schedule B, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby in accordance with the respective terms and conditions hereof will not (a) violate any provision of the Letters Patent or Bylaws of the Ceding Company, (b) violate, conflict with or result in the breach of any of the terms of, result in any modification of, give any counterparty the right to terminate, or constitute a default under, any contract or other agreement to which the Ceding Company is a party, or (c) violate any order, judgment, injunction, award or decree of any court, arbitrator or Governmental Authority against, or binding upon, or any agreement with, or condition imposed by, any Governmental Authority, foreign or domestic, binding upon the Ceding Company. (d)Absence of Litigation . There is no action, suit, proceeding or investigation pending or threatened that questions the legality of the transactions contemplated by this Agreement or that would prevent consummation of the transactions contemplated by this Agreement or the performance by the Ceding Company of its obligations hereunder. (e)Milliman Information True and Complete. (i)To the best of the Ceding Company's knowledge, all information and data supplied to Milliman Inc. (“Milliman” ) identified on Exhibit VI- A hereto (the “Milliman Information” ) was true, accurate and complete in all material respects as of the date the document containing such Milliman Information was provided to Milliman by the Ceding Company; provided, however, the Parties acknowledge that no representation or warranty has been made to the Reinsurer or any of its Affiliates or Representatives with respect to the truth, accuracy and completeness of any assumptions, projections, or estimates either provided by the Ceding Company or underlying any of the studies prepared by the Ceding Company in connection with the Milliman Information except that the Ceding Company represents and warrants that such assumptions, projections or estimates were the ones actually utilized by the Ceding Company for the purposes stated in Exhibit VI. The Milliman Information was compiled in a commercially reasonable manner given the intended purpose. (ii)The financial data supplied to Milliman identified on Exhibit VI-B hereto presents fairly, in all material respects, the financial condition and results of operations of the Ceding Company as of and for the periods specified therein in accordance with CGAAP, or such other accounting standards as may be applicable during the term of this agreement, consistently applied. (f)Coverage Information. The Reinsured Policies information identified in Exhibit I is true, accurate and complete in all material respects. (g)Good and Marketable Title to Eligible Assets . The Ceding Company will have good and marketable title, free and clear of all liens, to all Eligible Assets immediately prior to the payment thereof to the Reinsurer in accordance with Section 4.1. 13 Section 17.2 Covenants of the Ceding Company . (a)Administration and Claims Practices. (i)In the administration and claims practices relating to the Reinsured Policies (the “Administrative Practices” ), the Ceding Company shall (A) use the skill and diligence commonly expected from qualified personnel performing such duties for similarly sized Canadian life insurance companies; (B) act in accordance with the Ceding Company's internal company guidelines as in effect on the Effective Date; (C) be in conformance with Applicable Law in all material respects; and (D) act in a manner consistent with its existing administrative and claims practices in effect on the Effective Date and in any case with no less skill, diligence and expertise as the Ceding Company applies to servicing its other business, including those claims practices in existence for Third Party Reinsurance (each, an “Existing Practice” ); notwithstanding the foregoing, the Ceding Company shall not be in breach of this Section 17.1 (a)(i) unless either (Y) the Reinsurer shall have notified the Ceding Company in writing of the Ceding Company's failure to perform its obligations under this Section 17.1(a)(i) (which written notice shall describe such failure with reasonable particularity) or (Z) an officer of the Ceding Company with direct responsibility for its administrative services, or any senior officer of the Ceding Company, has actual knowledge that the Ceding Company has failed to perform its obligations under this Section 17.1(a)(i), and in either case the Ceding Company shall have failed to cure such breach within thirty (30) days following receipt of such notice or such actual knowledge. (ii)An Existing Practice may be reasonably modified from time to time, except that, to the extent the Ceding Company modifies an Existing Practice from time to time following the Effective Date (an Existing Practice, as modified from time to time, a “ Then Current Practice” ), the Ceding Company shall act in accordance and consistent with the Then Current Practice; provided, that, if a Then Current Practice would materially adversely affect the rights, remedies and position of the Reinsurer, the Ceding Company shall obtain the consent of the Reinsurer (which consent shall not be unreasonably withheld or delayed) prior to applying the Then Current Practice to the Reinsured Policies. (b)Reinsured Policies . In all instances as they relate to the Reinsured Policies: (i)The Ceding Company shall not, and shall cause its Affiliates not to (A) change agent commission and compensation schedules, (B) adopt or implement any program that is expected to result in an increase in lapses, exchanges, replacements or Conversions under the Reinsured Policies or (C) change coverage options or premiums (except as contemplated by Section 17.2(g) hereof), including coverage options for End of Term Conversions, in each case under (A), (B) and (C) without notifying the Reinsurer in advance of any such action and obtaining the Reinsurer's prior written consent (which shall not be unreasonably withheld or delayed). (ii)The Ceding Company and the Reinsurer shall reasonably cooperate on any proposals for pricing or coverage changes proposed by either Party, including making any rate and form filings or other regulatory filings that impact pricing or premiums under the Reinsured Policies provided, however, the Ceding Company shall have final approval authority in its discretion over any proposal brought by the Reinsurer pursuant to this Section 17.2(b)(ii). (iii)Th e Ceding Company shall notify the Reinsurer of any information known to the Ceding Company, including any third party or regulatory actions and management decisions reasonably anticipated to adversely and materially impact the economics of the Reinsured Policies for the Reinsurer. Such notification shall be made within five (5) Business Days after the information becomes known to the Ceding Company. The Parties agree and acknowledge that the Ceding Company's relationship with the Reinsurer shall in all respects be governed by a duty of utmost good faith. At all times during the term of this Agreement, the Ceding Company shall (i) administer, manage and oversee the Reinsured Policies and the Covered Liabilities, and (ii) perform all its obligations to the Reinsurer under this Agreement, in a manner consistent with its utmost good faith obligations. (c)Third Party Reinsurance . (i)The Ceding Company shall not, without the Reinsurer's prior approval (which approval shall not be unreasonably or arbitrarily withheld, conditioned or delayed), (A) terminate or materially modify any existing Third Party Reinsurance or (B) purchase new third party reinsurance for the Reinsured Policies. (ii)The Ceding Company shall use commercially reasonable efforts to maintain its existing Third Party Reinsurance from and after the Effective Date, consistent with the existing practice of the Ceding Company in effect on the Effective Date. 14 (d)Reporting . To the extent not prohibited by Applicable Law, the Ceding Company will provide all reports it is required to deliver under this Agreement (including, without limitation, each Monthly Report and Quarterly Report) not later than the last date on which such report is required to be so delivered, except that the Ceding Company shall not be in breach of this Section 17.2(d) unless either (i) the Reinsurer shall have notified the Ceding Company in writing of its failure to timely deliver such report or (ii) a officer of the Ceding Company with direct responsibility for the preparation and delivery of such report has actual knowledge that the report was not delivered when due, and in either case the Ceding Company shall have failed to deliver such information within thirty (30) days following receipt of such notice or actual knowledge. (e)Policy Data . Within six (6) months of the date hereof, the Ceding Company shall provide to the Reinsurer a schedule containing a list of Policies with Original Initial Level Premium Periods ending on or after January 1, 2017. (f)Books and Records . The Ceding Company shall maintain and implement reasonable administrative and operating procedures with respect to records relating to the Reinsured Policies and shall keep and maintain all material documents, books, records and other information reasonably necessary for the maintenance of the Reinsured Policies, which documents, books, records and other information will be accurately maintained in all material respects throughout the term of this Agreement. Section 17.3 Representations an d Warranties of the Reinsurer . (a)Organization, Standing and Authority of the Reinsurer . The Reinsurer is a special purpose long term insurance company duly organized, validly existing and in good standing under the laws of Bermuda and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on the operations of its business as they are proposed to be conducted. The Reinsurer has obtained all authorizations and approvals required under Applicable Law to enter into and perform the obligations contemplated of the Reinsurer under this Agreement and the Reinsurer shall maintain throughout the term of this Agreement all licenses, permits or other permissions of any Governmental Authority that shall be required in order to perform the obligations of the Reinsurer hereunder. (b)Authorization . The Reinsurer has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery by the Reinsurer of this Agreement, and the performance by the Reinsurer of its obligations under this Agreement, have been duly authorized by all necessary corporate action and do not require any further authorization, action or consent of the Reinsurer or its stockholder. This Agreement, when duly executed and delivered by the Reinsurer, subject to the due execution and delivery by the Ceding Company, will be a valid and binding obligation of the Reinsurer, enforceable against the Reinsurer in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting enforcement of creditors' rights and to general equity principles. (c)No Conflict or Violation . The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the Articles of Incorporation, Bylaws or other charter or organizational document of the Reinsurer, or (ii) violate any order, judgment, injunction, award or decree of any court, arbitrator or Governmental Authority against, or binding upon, or any agreement with, or condition imposed by, any Governmental Authority, foreign or domestic, binding upon the Reinsurer, except when any such violation would not have a material adverse effect on this Agreement or the consummation of the transactions contemplated hereby. (d)Absence of Litigation. There is no action, suit, proceeding or investigation pending or threatened that questions the legality of the transactions contemplated by this Agreement or that would prevent consummation of the transactions contemplated by this Agreement or the performance by the Reinsurer of its obligations hereunder. (e)Good and Marketable Title to Trust Assets . The Reinsurer will have good and marketable title, free and clear of all liens, to all Trust Assets immediately prior to the deposit thereof in the Trust Account. 15 ARTICLE XVIII INDEMNIFICATION Section 18.1 In demnification . (a)The Ceding Company shall indemnify, defend and hold harmless the Reinsurer and its directors, officers, employees, agents, representatives, successors, permitted assigns and Affiliates from and against any and all losses, liabilities, claims, expenses (including reasonable attorneys' fees and expenses) and damages reasonably and actually incurred by the Reinsurer (collectively, “Indemnification Claims” ) relating to this Agreement to the extent arising from: (i)any breach or falsity of any representation, warranty or covenant of the Ceding Company; or (ii)the breach of or failure to perform any of the duties, obligations, covenants or agreements of the Ceding Company contained in this Agreement. (b)The Reinsurer agrees to indemnify and hold harmless the Ceding Company and its directors, officers, employees, agents, representatives, successors, permitted assigns and Affiliates from and against any and all Indemnification Claims relating to this Agreement to the extent arising from: (i)any breach or falsity of any representation, warranty or covenant of the Reinsurer; or (ii)the breach of or failure to perform any of the duties, obligations, covenants or agreements of the Reinsurer contained in this Agreement. ARTICLE XIX LICENSES, REGULATORY MATTERS Section 19.1 Licenses . (a)At all times during the term of this Agreement, each of the Reinsurer and the Ceding Company, respectively agrees that it shall hold and maintain all licenses and authorities required under Applicable Laws to perform its respective obligations hereunder unless otherwise mutually agreed by the parties. (b)At all times during the term of this Agreement, the Reinsurer shall hold and maintain all licenses and authorizations required under Applicable Law, deposit in trust all such Trust Assets or otherwise to take all action that may be necessary so that at all times the Ceding Company shall receive full Financial Statement Credit. Section 19.2 Regu latory Matters . (a)If Ceding Company or Reinsurer receives notice of, or otherwise becomes aware of any inquiry, investigation, examination, audit or proceeding outside the ordinary course of business by Governmental Authorities, relating to the Reinsured Policies or the reinsurance provided hereunder, the Ceding Company or Reinsurer, as applicable, shall promptly notify the other party thereof. (b)If Ceding Company or Reinsurer receives notice of, or otherwise becomes aware of any enforcement action by any Governmental Authority arising out of any inquiry, investigation, examination, audit or proceeding by such Governmental Authority, the Ceding Company or Reinsurer, as applicable, shall promptly notify the other party thereof, and the Parties shall cooperate to resolve such matter. ARTICLE XX DURATION OF AGREEMENT; TERMINATION Section 20.1 Duration. This Agreement shall automatically terminate if, at such time, there are no Covered Liabilities and the Reinsurance Trust Agreement has been terminated in accordance with the terms and conditions provided therein. Section 20.2 Termination by Mutual Consent . This Agreement shall be terminated by the mutual written consent of the Reinsurer and the Ceding Company, which writing shall state the effective date and relevant terms of termination, provided that the Reinsurance Trust Agreement has been terminated in accordance with the terms and conditions provided therein. 16 Section 20.3 Terminati on by the Reinsurer . (a)From and after the third anniversary date of the Effective Date, the Reinsurer may terminate this Agreement in the event of Ceding Company's failure to pay to Reinsurer any undisputed amounts owed under this Agreement. Reinsurer must provide written notice to Ceding Company containing sufficient information to inform Ceding Company of the details relating to its failure to pay. Ceding Company shall have sixty (60) calendar days from the receipt of the notice to make payment of any such undisputed amounts owed or make arrangements for payment satisfactory to Reinsurer. Following the sixty (60) day cure period, if Ceding Company has not paid any such undisputed amounts owed or made arrangements for payment satisfactory to Reinsurer, Reinsurer may provide written notice to Ceding Company terminating this Agreement, effective upon the date that Reinsurer makes the Commutation Payment to Ceding Company. Notwithstanding the above, if Ceding Company disputes the amount owed, the sixty (60) day cure period referenced above will begin only after a final determination is made by a court of law, pursuant to Section 14, that the disputed amounts are owed to the Reinsurer. (b)Upon termination of this Agreement under Section 20.3(a), no further risks shall be ceded or assumed under this Agreement and Reinsurer shall not be liable for any losses occurring on and after the termination effective date. In the event of notice of termination under Section 20.3(a), Ceding Company will be entitled to the Commutation Payment in the same manner as provided in Section 11.5 and Reinsurer will be entitled to the Recapture Fee in the same manner as provided in Section 11.3. Section 20.4 No Termination Upon Change of Control . For the avoidance of doubt, a Change of Control, sale or merger of the Reinsurer shall not result in termination of this Agreement. Section 20.5 Survival . Notwithstanding the other provisions of this Article XX, the terms and conditions of Articles I, IV, V, VIII, X, XI, XII, XIV, XV, XVI, XX and XXI shall remain in full force and effect after termination of this Agreement. ARTICLE XXI MISCELLANEOUS Section 21.1 Entire Agreement . This Agreement represents the entire agreement between the Reinsurer and the Ceding Company concerning the business reinsured hereunder. There are no understandings between the Reinsurer and the Ceding Company other than as expressed in this Agreement and the Reinsurance Trust Agreement. Section 21.2 Amendments . (a)Any provision of this Agreement may be amended if, but only if, such amendment is in writing and is signed by each party to this Agreement. Any change or modification to this Agreement shall be null and void unless made by an amendment hereto signed by each party to this Agreement. (b)No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. Section 21.3 Severability . If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law or if determined by a court of competent jurisdiction to be unenforceable, and if the rights or obligations of the Ceding Company or the Reinsurer under this Agreement will not be materially and adversely affected thereby, such provision shall be fully severable, and this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Section 21.4 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to the principles of conflicts of law thereof. 17 Section 21.5 Notices . Any notice and other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registere d or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally or, if mailed, on the date shown on the receipt therefore, as follows: if to the Ceding Company: Primerica Life Insurance Company of Canada 2000 Argentia Road Plaza V, Suite 300 Mississauga, Ontario LSN 2R7 with copies to (which shall not constitute notice to the Ceding Company for purposes of this Section 21.5): Primerica Life Insurance Company 3120 Breckinridge Blvd. Duluth, Georgia 30099 Attention: General Counsel if to the Reinsurer: Financial Reassurance Company 2010, Ltd Emporium Building 69 Front Street Hamilton HM 12, Bermuda with copies to (which shall not constitute notice to the Reinsurer for purposes of this Section 21.5): Robert Sullivan, Esq. Susan Sutherland, Esq. Skadden, Arps, State, Meagher & Flom LLP Four Times Square New York, New York 10036 (212) 735-3000 Either Party may change the names or addresses where notice is to be given by providing notice to the other Party of such change in accordance with this Section 21.5. Section 21.6 Consent to Jurisdiction . Subject to the terms and conditions of Article XIV, the Parties agree that in the event of the failure of either Party to perform its obligations under the terms of this Agreement, the Party so failing to perform, at the request of the other Party, shall submit to the jurisdiction of any court of competent jurisdiction in the Province of Ontario and shall comply with all requirements necessary to give such court jurisdiction, and shall abide by the final decision of such court or of any appellate court in the event of an appeal. Section 21.7 Service of Process . The Reinsurer hereby designates its Chief Legal Counsel, at the address listed above in Section 21.5, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Ceding Company. The Ceding Company hereby designates its General Counsel and Corporate Secretary, at the address listed above in Section 21.5, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Reinsurer. Section 21.8 Assignment . (a)This Agreement will inure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties. Neither Party may novate or assign any of its rights, remedies, interests, powers and privileges, or novate or delegate any of its duties or obligations hereunder, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b)Notwithstanding any other provision in this Agreement to the contrary, the Reinsurer shall have the right to retrocede all or a portion of the Reinsured Policies under this Agreement. 18 Section 21.9 Captions . The captions contained in this Agreeme nt are for reference only and are not part of the Agreement. Section 21.10 Treatment of Confidential Information. The Parties agree that, other than as contemplated by this Agreement and to the extent permitted or required to implement the transactions contemplated hereby, the Parties will keep confidential and will not use or disclose the other Party's Confidential Information or the terms and conditions of this Agreement, including, without limitation, the exhibits and schedules hereto, except as otherwise required by Applicable Law or any order or ruling of any provincial insurance regulatory authority, the OSFI or any other Governmental Authority; provided, however, that the Reinsurer may disclose Confidential Information to its Representatives in connection with the exercise of its rights under Article XII; provided, further, that either party may disclose, with the other party's written consent, Confidential Information to any person other than its Representatives who agrees to (i) hold such Confidential Information in strict confidence as if such person were a Party to this Agreement and (ii) use such Confidential Information solely for the limited purpose of evaluating a potential purchase, merger or Change of Control of such Party. Without limiting the generality of the foregoing, neither the Reinsurer nor any Affiliates of the Reinsurer shall utilize any Confidential Information regarding Policyholders for the purpose of soliciting Policyholders for the sale of any insurance policies or other products or services. The parties agree that any violation or threatened violation of this Section 21.10 may cause irreparable injury to a party and that, in addition to any other remedies that may be available, each party shall be entitled to seek injunctive relief against the threatened breach of the provisions of this Section 21.10, or a continuation of any such breach by the other party or any person provided with Confidential Information, specific performance and other such relief to redress such breach together with damages and reasonable counsel fees and expenses to enforce its rights hereunder. For purposes of this Agreement, “Confidential Information” means all documents and information concerning one Party, any of its Affiliates, the Covered Liabilities or the Reinsured Policies, including any information relating to any person insured directly or indirectly under the Reinsured Policies, furnished to the other Party or such other Party's Affiliates or representatives in connection with this Agreement or the transactions contemplated hereby, except that Confidential Information shall not include information which: (a) at the time of disclosure or thereafter is generally available to and known by the public other than by way of a wrongful disclosure by a Party or by any representative of a Party; (b) was available on a non confidential basis from a source other than the Parties or their representatives, provided that such source is not and was not bound by a confidentiality agreement with a Party; or (c) was independently developed without violating any obligations under this Agreement and without the use of any Confidential Information. For the purposes of this Agreement, “Change of Control” means the acquisition of ten percent (10%) or more of the voting securities of a Party or any parent of such Party, or any other acquisition that is deemed to be a Change of Control by applicable insurance regulatory authorities of the state of domicile of such Party. Section 21.11 No Waiver. Preservation of Remedies . No consent or waiver, express or implied, by any Party to or of any breach or default by any other Party in the performance by such other Party of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of obligations hereunder by such other Party hereunder. Failure on the part of any Party to complain of any act or failure to act of any other Party or to declare any other Party in default, irrespective of how long such failure continues, shall not constitute a waiver by such first Party of any of its rights hereunder. Section 21.12 Calendar Days . To the extent that any calendar day on which a deliverable pursuant to this Agreement is due is not a Business Day, such deliverable will be due the next Business Day. Section 21.13 Counterparts . This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument, and either of the Parties may execute this Agreement by signing such counterpart. This Agreement shall become effective when each Party hereto shall have received a counterpart hereof signed by the other party hereto. Section 21.14 Incontestability . In consideration of the mutual covenants and agreements contained herein, each party hereto does hereby agree that this Agreement, and each and every provision hereof, is and shall be enforceable by and between them according to its terms, and each party does hereby agree that it shall not contest the validity or enforceability hereof. 19 Section 21.15 I nterpretation . (a)When a reference is made in this Agreement to a Section, such reference shall be to a Section to this Agreement unless otherwise indicated. The Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes. References to a person are also to its permitted successors and assigns. (b)The parties have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties thereto, and no presumption or burden of proof shall arise favouring or disfavouring any party by virtue of the authorship of any provisions of this Agreement. (c)In the event of a conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions of the Reinsurance Trust Agreement, the terms of the latter shall in each and every instance prevail, except that, to the extent that the Investment Guidelines are more restrictive than the list of assets in Schedule A to the Reinsurance Trust Agreement, the Investment Guidelines shall prevail. Section 21.16 Reasonableness . Each of the parties will act reasonably and in good faith on all matters within the terms of this Agreement. 20 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed this 31 st day of March , 2010. PRIMERICA LIFE INSURANCE COMPANY OF CANADA By: /s/ John a Adams Name:John a Adams Title:EVP & CEO FINANCIAL REASSURANCE COMPANY 2010 LTD. By: /s/ Reza Shah Name:Reza Shah Title:President [SIGNATURE PAGE TO COINSURANCE AGREEMENT] Sched ule A Identification of Reserves Exhibit 5 Policy Reserves •Life Insurance Reserves •Disability - Active Lives Reserves •Disability - Disabled Lives Reserves •Miscellaneous Reserves Exhibit 8 Claim Reserves •Pending Claims •Incurred but Not Reported Claims •Amounts Recoverable on Paid Claims Sched ule B No Conflict or Violation Exceptions None. Sched ule C Required Balance as of 12/31/09 FINANCIAL REASSURANCE COMPANY, LTD. Calculation of Trust Account Requirement for Primerical Life Insurance Company of Canada Ceded Business January 1, 2010 Required Capital prior to ceding existing business Mortality Risk 32,634 Lapse Risk 63,276 Other 3,663 Unadjusted Capital Required 99,573 Trust Account 1. Ceded Reserves -59,182 2. Negative Reserves 186,270 Policy-by-policy Positive Reserves 127,088 Offsetting ceded reserves 127,088 3. Related Capital Required Capital 99,573 Reinsurance rate 80% 79,658 Calculation Greater of Ceded Reserves 1. and 0 0 70% of Offsetting Ceded Reserves 127,088 70% 88,962 150% of Related Capital 79,658 150% 119,488 Trust Account Calculated 208,450 Exhibit I Identification of Reinsured Policies I-1 Exhibit 1 - Identification of Reinsured Policies PLAN FORM POLICIES RIDERS FACE AMOUNT ADD ON ZML-767 — 2 40,000 AG10 GUAR ZA-10G 728 — 73,143,564 ZA-101G — 1,386 100,403,300 ZA-10SG — 1,396 98,970,500 728 2,782 272,517,364 AG10B GUAR ZA-10BG 2,636 — 435,341,180 ZA-10IBG — 4,072 382,717,650 ZA-10SBG — 4,660 474,461,350 2,636 8,732 1,292,520,180 ART ZML-911 W — 1 150,000 BART 100 ZBART-100 11 — 1,677,000 ZB ART-102 — 2 225,000 ZBART-300 3 — 600,000 14 2 2,502,000 BART 100 GUAR ZBART-300G 15 — 3,066,000 BG20 GUAR ZB-20G 5,357 — 767,972,953 ZB-20IG — 1,013 96,787,656 ZB-20SG — 3,823 409,772,718 5,357 4,836 1,274,533,327 BG20B GUAR ZB-20BG 5,179 — 846,330,570 ZB-201BG — 1,302 131,254,800 ZB-20SBG — 4,125 499,597,500 5,179 5,427 1,477,182,870 CART ZCARTNS 7 — 113,300 ZCARTNSBB — 3 51,250 7 3 164,750 CG25 LEVEL GUAR ZC-25G 6,716 — 1,105,427,349 ZC-25IG — 411 49,226,100 ZC-25SG — 4,377 567,443,055 6,716 4,788 1,722,096,704 Exhibit 1 - Identification of Reinsured Policies PLAN FORM POLICIES RIDERS FACE AMOUNT CG25B GUAR ZC-25BG 8,802 — 1,508,679,574 ZC-25IBG — 585 78,563,300 ZC-25SBG — 5,537 791,445,007 8,802 6,122 2,378,687,881 CHILD RIDER ZCH-25 — 11,025 215,834,000 ZCP-CHG — 57,896 1,278,625,880 ZML-909 — 23 352,000 ZML-909 B — 3,556 59,230,000 ZML-909 S — 73 1,058,000 ZML-909A — 167 2,710,000 ZPL-CR — 8,116 152,646,000 — 80,856 1,710,455,880 CONV ART GUAR NO FORMCART 16 3 333,565 ZGARTNS 13 — 202,000 ZGARTNSBB — 2 15,000 ZGARTS 1 — 10,000 30 5 560,565 CONV DT100 NO FORM DTC 4 1 133,163 CONV DT100 GUAR NO FORM DTC 85 24 2,034,498 CST ZML-T90 512 — 43,892,300 ZML-T95 3,549 — 331,400,705 ZML-867 S — 7 331,000 ZML-867A — 82 4,421,100 ZML-877A — 1,659 98,468,500 ZML-877S — 225 12,865,000 ZML-887 S — 11 170,000 ZML-887A — 75 1,795,000 4,061 2,059 493,343,605 C41BR10 GUAR ZC4-101BG — 13,980 974,342,300 ZC4-10SBG — 7,147 470,786,000 — 21,127 1,445,128,300 Exhibit 1 - Identification of Reinsured Policies PLAN FORM POLICIES RIDERS FACE AMOUNT C4IBR5 GUAR ZC4-5IBG — 16,404 668,562,750 ZC4-5SBG — 9,189 348,629,400 — 25,593 1,017,192,150 C410 GUAR ZC4-I10G — 15,937 1,738,074,650 ZC4-S10G — 21,648 2,460,289,860 ZC4-10G 19,292 — 3,005,965,536 19,292 37,585 7,204,330,046 C415 GUAR ZC4-115G — 8,561 941,007,511 ZC4-S15G — 10,422 1,251,914,301 ZC4-15G 7,927 — 1,295,005,483 7,927 18,983 3,487,927,295 C420 GUAR ZC4-120G — 7,904 987,599,430 ZC4-S20G — 16,507 2,434,362,109 ZC4-20G 19,228 — 3,598,217,400 19,228 24,411 7,020,178,939 C425 GUAR ZC4-I25G — 2,430 294,114,500 ZC4-S25G — 7,802 1,215,856,000 ZC4-25G 9,654 — 1,823,007,899 9,654 10,232 3,332,978,399 C430 GUAR ZC4-130G — 2,281 318,531,899 ZC4-S30G — 11,179 1,972,012,120 ZC4-30G 19,412 — 3,853,722,392 19,412 13,460 6,144,266,411 C435 GUAR ZC4-135G — 705 96,202,200 ZC4-S35G — 2,783 475,140,100 ZC4-35G 6,461 — 1,133,136,500 6,461 3,488 1,704,478,800 C5IBR10 GUAR ZC51BRG — 5,724 158,086,400 ZC5SBRG — 2,560 72,502,500 — 8,284 230,588,900 Exhibit 1 - Identification of Reinsured Policies PLAN FORM POLICIES RIDERS FACE AMOUNT C5IBR5 GUAR ZC5IBRG — 6,269 88,371,400 ZC5SBRG — 2,871 41,931,100 — 9,140 130,302,500 C510 GUAR ZC5G 6,804 — 1,399,928,300 ZC5IRG — 8,153 1,053,708,829 ZC5SRG — 8,566 1,296,583,498 6,804 16,719 3,750,220,627 C515 GUAR ZC5G 3,904 — 726,550,300 ZC5IRG — 4,948 596,566,569 ZC5SRG — 5,170 714,378,100 3,904 10,118 2,037,494,969 C520 GUAR ZC5G 13,241 — 2,860,157,476 ZC5IRG — 5,741 856,638,324 ZC5SRG — 10,401 1,895,415,175 13,241 16,142 5,612,210,975 C525 GUAR ZC5IR25G — 1,454 209,733,900 ZC5SR25G — 4,704 829,456,100 ZC525G 6,496 — 1,280,726,700 6,496 6,158 2,319,916,700 C530 GUAR ZC5G 9,770 — 2,184,913,400 ZC5IRG — 1,377 233,495,000 ZC5SRG — 5,519 1,153,456,300 9,770 6,896 3,571,864,700 C535 GUAR ZC5G 11,895 — 2,275,287,900 ZC5IRG — 872 157,420,200 ZC5SRG — 4,133 784,905,100 11,895 5,005 3,217,613,200 DG25 MOD GUAR ZD-25G 310 — 42,122,000 Exhibit 1 - Identification of Reinsured Policies PLAN FORM POLICIES RIDERS FACE AMOUNT DT65 ZML-T100 53 1,589,497 ZML-T100NS 18 605,105 ZML-T100P 17 836,042 ZML-T100S 7 — 208,228 ZML-1000 — 18 380,004 ZML-1000NS — 7 142,600 ZML-1000P — 9 282,843 ZML-1000S — 2 24,994 ZML-1001 — 38 660,213 ZML-1001NS — 26 673,830 ZML-1001S — 3 104,110 95 103 5,507,465 DT65 GUAR ZML-T100G 130 — 3,906,354 ZML-1000G — 29 1,193,818 ZML-1001G — 56 1,480,246 130 85 6,580,418 D05 BD ZML-D5 14 — 75,000 ZML-1001A — 8 34,000 14 8 109,000 D05 BD GUAR ZML-D5G 6 — — ZML-1001AG — 5 — 6 5 — D10 BD ZML-D10 21 — 150,000 ZML-1000B — 1 — ZML-1001B — 17 — 21 18 150,000 D10 BD GUAR ZML-D10G 18 — 110,000 ZML-1001BG — 10 82,500 ZML-1002BG — 2 102,000 18 12 294,500 Exhibit 1 - Identification of Reinsured Policies PLAN FORM POLICIES RIDERS FACE AMOUNT EAGLE GUAR 1BR ZPL-104G — 326 14,537,500 ZPL-105G — 303 11,148,900 ZPL-154G — 1,260 81,286,000 ZPL-155G — 418 18,120,600 ZPL-204G — 13,318 754,357,500 ZPL-205G — 8,323 350,361,500 — 23,948 1,229,812,000 EAGLE 10 GUAR ZPL-106G — 639 52,114,250 ZPL-107G — 792 55,995,250 ZPL-108G — 44 1,505,000 ZPLEAGLE10 305 — 21,091,717 ZPLEAGLE10G 823 — 60,540,500 1,128 1,475 191,246,717 EAGLE 15 GUAR ZPL-156LG — 213 21,856,400 ZPL-157LG — 739 78,569,500 ZPL-158LG — 15 1,650,000 ZPLEAGLE15 123 — 11,451,000 ZPLEAGLE15G 1,743 —— 261,818,000 1,866 967 375,344,900 EAGLE 20 GUAR ZPL-206G — 976 93,694,200 ZPL-207G — 12,335 1,283,767,299 ZPL-208G — 145 5,573,000 ZPLEAGLE20 4,785 — 648,578,450 ZPLEAGLE20G 14,209 — 1,994,782,600 18,994 13,456 4,026,395,549 EG15 GUAR ZE-151G — 1,114 86,760,876 ZE-15SG — 953 72,285,826 — 2,067 159,046,702 EG15B GUAR ZE-15BG 2,427 — 324,951,000 ZE-151BG — 2,255 200,539,970 ZE-15SBG — 3,074 302,782,400 2,427 5,329 828,273,370 Exhibit 1 - Identification of Reinsured Policies PLAN FORM POLICIES RIDERS FACE AMOUNT IBR ZML-667 — 18 1,800,000 ZML-677 — 15 800,000 — 33 2,600,000 IBR GUAR ZML-667G — 3,265 196,284,100 ZML-677G — 2,139 79,407,200 — 5,404 275,691,300 IBR10 GUAR ZBI-10IG — 2,345 257,939,500 ZBI-10SG — 1,289 112,425,600 — 3,634 370,365,100 IBR10BGUAR ZBI-10BI — 14 2,785,500 ZBI-10BS — 13 1,510,000 ZBI-10IBG — 3,835 444,584,460 ZBI-10SBG — 2,174 215,559,100 — 6,036 664,439,060 IBR5GUAR ZBI-5IG — 4,795 334,981,900 ZBI-5SG — 2,755 160,454,400 — 7,550 495,436,300 IBR5BGUAR ZBI-5BI — 9 922,500 ZBI-5BS — 8 487,300 ZBI-5IBG — 6,417 454,389,600 ZBl-5SBG — 3,795 227,057,000 — 10,229 682,856,400 MOD15 ZMT-85(15) 19 — 717,000 NL RIDER ZML-867 — 12 797,000 ZML-877 — 9 425,000 ZML-911 W — 2 138,000 — 23 1,360,000 PAIDUP CT1(86)REV 1,137 — 10,736,000 Exhibit 1 - Identification of Reinsured Policies PLAN FORM POLICIES RIDERS FACE AMOUNT PLUSIBR10 GUAR ZCP-10IBG — 4,855 499,319,700 ZCP-10SBG — 2,685 251,027,200 — 7,540 750,346,900 PLUSIBR5 GUAR ZCP-5IBG — 6,955 431,095,250 ZCP-5SBG — 3,933 215,952,850 — 10,888 647,048,100 PLUS10 GUAR ZCP-II0G — 4,809 482,851,100 ZCP-S10G — 5,855 635,316,800 ZCP-10G 4,292 — 700,626,178 4,292 10,664 1,818,794,078 PLUS15 GUAR ZCP-I15G — 2,683 269,514,700 ZCP-S15G — 3,654 420,232,100 ZCP-15G 2,987 — 488,606,275 2,987 6,337 1,178,353,075 PLUS20 GUAR ZCP-I20G — 2,078 253,628,593 ZCP-S20G — 5,683 808,025,600 ZCP-20G 6,822 — 1,240,014,085 6,822 7,761 2,301,668,278 PLUS25 GUAR ZCP-I25G — 927 128,032,395 ZCP-S25G — 6,019 932,885,668 ZCP-25G 9,918 — 1,743,332,95 9,918 6,946 2,804,251,013 SPECIAL CASES NO FORMCART 1 — 58,000 ZML-T95 2 — 65,000 3 — 123,000 T10 JUMBO GUAR ZML-967G — 439 47,324,500 ZML-977G — 252 23,505,000 ZML-987G — 4 460,000 — 695 71,289,500 Exhibit 1 - Identification of Reinsured Policies PLAN FORM POLICIES RIDERS FACE AMOUNT T10 JUMBO RIDER ZML-967 — 411 50,977,000 ZML-977 — 322 33,721,000 ZML-987 — 6 295,000 — 739 84,993,000 T15 BD ZML-T15 20 — 2,402,000 ZML-877B — 12 925,000 ZML-887B — 3 75,000 20 15 3,402,000 T15 BD GUAR ZML-T15G 20 — 2,980,000 ZML-867BG — 1 50,000 ZML-877BG — 8 537,000 ZML-887BG — 2 80,000 20 11 3,647,000 T20 BD ZML-T20 5,487 — 827,329,725 ZML-867C — 83 6,676,000 ZML-877C — 3,597 333,483,646 ZML-887C — 88 3,420,000 5,487 3,768 1,171,009,371 T20 BD GUAR ZML-T20G 6,737 — 904,937,860 ZML-867CG — 79 6,080,500 ZML-877CG — 4,019 362,165,650 ZML-887CG — 101 4,457,000 6,737 4,199 1,277,641,010 T2000 GUAR ZPL-125 — 688 85,680,100 ZPL-M25 5,248 — 713,772,800 ZPL-S25 — 3,333 398,145,300 5,248 4,021 1,197,598,200 235,417 492,947 85,535,930,004 Exhibit II Third Party Reinsurance II-1 EXHIBIT II - THIRD PARTY REINSURANCE REINSURER / AGREEMENT TYPE* POLICIES RIDERS REINSURANCE AMOUNT CANADA LIFE ASSURANCE CO 191 1,148 13,926,380 CANADA LIFE ASSURANCE QS 44,910 61,645 1,421,777,969 EMPLOYERS RE CORP CO 12,416 8,179 58,153,874 EMPLOYERS RE CORP QS 45,101 62,792 2,868,430,916 LIFE REASSURANCE CORP CO 15,032 9,591 206,405,521 LINCOLN NATIONAL LIFE CO 15,039 9,593 220,103,102 MERCANTILE & GENERAL QS 39,961 55,585 2,521,532,024 MUNICH AMERICAN RE QS 34 29 11,680,642 MUNICH RE CO 836 595 11,664,963 MUNICH RE CANADA QS 45,101 62,792 1,437,424,031 OXFORD LIFE INS CO CO 13,575 8,913 49,174,113 REASSURANCE OF HANOVER CO 13,568 8,910 14,545,100 RGA LIFE OF CANADA QS 37,186 51,432 1,205,690,267 SCOR GLOBAL LIFE QS 45,101 62,793 2,869,209,192 SCOR GLOBAL LIFE XL 5,407 9,551 1,795,731,417 SWISS RE CO 13,385 8,747 59,447,480 COMPANY TOTALS 14,764,896,991 *CO = COINSURANCE XL = EXCESS LOSS YRT QS = QUOTA SHARE YRT Exhibit III Form of Monthly Report [See attached] III-1 SCWRAI--1 CO0404 MONTHLY SETTLEMENT REPORT REPORT DATE: 01/01/10 RUN DATE:02/05/10 DEAL - DL01 REPORT PAGE: 1 RUN TIME:11:31:14 PRIMERICA LIFE INSURANCE COMPANY REPORTING MONTH DIRECT PREMIUMS ETPR PREMIUMS DIRECT CLAIMS ETPR CLAIMS 01-2010 126,132,469 30,558,042 2,301,669 — SCWPE 2--1 CO0404 SECURITIZATION AND CO-INSURANCE REPORT DATE:01-31-10 RUN DATE:02/18/10 DL01 - EXHIBIT OF LIFE INSURANCE REPORT PAGE:1 RUN TIME:08:23:33 PRIMERICA LIFE INSURANCE COMPANY DIRECT REINSURANCE POLICY CNT COVERAGES AMOUNT POLICY CNT COVERAGES AMOUNT 1-IN FORCE AT PERIOD 01-01-10 1, 991,874 5,095,241 428,615.315,416 1,720,510 3,755,831 303,825,719,227 4-REVIVED DURING YEAR 6,441 20,523 1,126,054,646 5,512 16,378 706,359,127 5-INCREASED (NET) — — 313,952,140 — — 268,728,366 6-FROZEN RELEASE — — — 1,855 3,524 309,130,393 7-SUBTOTAL (2-6) 6,441 20,523 1,440,006,786 7,367 19,902 1,284,217,886 DEDUCTIONS DURING YEAR: 9-DEATH 149 599 30,590,185 116 445 17,970,323 10-MATURITY — — — — — — 12-EXPIRY 318 2,988 78,912,614 37 586 9,599,122 13-SURRENDER — — — — — — 14-LAPSE 27,193 68,637 5,763,811,252 24,840 49,818 4,016,592,114 15-CONVERSION — — — — — — 16-DECREASED (NET) — — — — — — 17-FROZEN — — — 2,137 4,501 375,805,383 20-TOTAL (9-19) 27,660 72,224 5,873,314,050 27,130 55,350 4,419,966,942 21-IN FORCE AT PERIOD 01-31-10 1,970,655 5,043,538 424,181,960,151 1,700,747 3,720,383 300,689,970,172 NUMBER OF ERRORS FOUND 2 24-ERROR COUNTS/AMOUNTS — 2 48,000 — — — SCWPE 2--1 CO0404 SECURITIZATION AND CO-INSURANCE REPORT DATE:01-31-10 RUN DATE:02/18/10 DL01 - ADDITIONAL INFORMATION ON ORDINARY INSURANCE REPORT PAGE:2 RUN TIME:08:23:33 PRIMERICA LIFE INSURANCE COMPANY IN FORCE AT END OF PERIOD 01-31-10 POLICY COUNT PHASE 1 FACS AMOUNT PHASE 1 COVERAGES NON-PHASE 1 FACE AMOUNT NON-PHASE 1 PLAN TYPE 5 OR A 1,693,683 198,432,574,293 2,014,519 128,176,712,307 PLAN TYPE 8 OR B 276, 962 36,394,276,834 1,058,364 61,178,118,168 —TOTALS— 1,970,645 234,826,851,127 3,072,883 189,354,830,475 SCWPE2--1 CO0404 SECURITIZATION AND CO-INSURANCE REPORT DATE:01-31-10 RUN DATE:02/18/10 DL01 - POLICIES WITH DISABILITY PROVISION REPORT PAGE:3 RUN TIME:08:23:33 PRIMERICA LIFE INSURANCE COMPANY DIRECT REINSURANCE POLICY CNT COVERAGES AMOUNT POLICY CNT COVERAGES AMOUNT WAIVER 638,092 1,423,326 133,106,637,753 — — — SCWPE3--1 CO0404 SECURITIZATION AND CO-INSURANCE REPORT DATE:01-31-10 RUN DATE: 02/18/10 DEAL-DL01 CO-04 POLICY EXHIBIT ERRORS REPORT PAGE:1 RUN TIME: 08:23:33 PRIMERICA LIFE INSURANCE COMPANY DEAL ISSU PLAN PL POL COVG ACTIVE ID CONTRACT PH TY YBAR CODB TY BASE CNT FACE AMOUNT WP RSERVE ERROR MESSAGE DL01 0433472468 02 D0 2005 8DHW00 HI 0 l 24.000.00 0.00 TERM ON SPIN NOT ON VPIN NOTON TERM VALN COV DL01 0433472468 04 D0 2005 8DHW20 HI 0 1 24,000.00 0.00 TERM ON SPIN NOT ON VPIN NOT ON TERMVALN COV 2 # LINES PRINTED 0 48,000.00 0.00 1 # CONTRACTS 2 SCWRA3—1 CO0404 RESERVE REPORT REPORT DATE:01/01/10 RUN DATE: 02/05/10 DBAL -- DL01 REPORT PAGE:1 RUN TIME: 12:15:42 PRIMERICA LIFE INSURANCE COMPANY REPORTING MONTH DIRECT RESEVES KTPR RESRVES ECONOMIC RESERVES 01-2010 3,909,517,510 614,543,893 0 SCWRA2—1 CO0404 CLAIM RESERVE REPORT REPORT DATE:01/01/10 RUN DATE: 02/05/10 DEAL - DL01 REPORT PAGE:1 RUN TIME: 11:46:41 PRIMERICA LIFE INSURANCE COMPANY REPORTING MONTH DIRECT PENDING ETPR PENDING ETPR RECOVERABLES 01-2010 27,814,536 15,684,264 395,733 SCWRA4--3 CO0404 DETAIL PENDING CLAIMS AND RECOVERABLES REPORT DATE: 01/01/10 RUN DATE:02/05/10 DEAL - DL01 REPORT PAGE: 1 RUN TIME:11:59:35 PRIMERICA LIFE INSURANCE COMPANY POLICY PHASE PLAN CLAIM DATE OF DATE OF CAUSE OF FACE DIRECT ETPR ETPR NUMBER NUM CODE NUMBER DEATH ISSUE DEATH AMOUNT PENDING PENDING RECVRBLS 10033599 03 505920 2010008011 2010-01-07 1990-08-22 50,000 38,800 5,238 0 10074809 01 524000 2010013005 2010-01-11 1989-01-02 50,000 38,800 29,100 0 10159273 01 890800 2010014001 2010-01-07 1992-09-16 5,923 4,596 3,447 0 10201258 01 890100 2010015017 2010-01-12 2003-10-16 6,070 4,710 1,408 0 10243560 01 544400 2010019032 2010-01-17 1992-03-15 100,000 77,600 19,400 0 10243560 03 544900 2010019032 2010-01-17 1992-03-15 100,000 77,600 19,400 0 10245015 01 591800 2010011032 2010-01-06 1982-03-15 428 21,000 16,296 9,778 0 10256311 01 5W8120 2010011078 2010-01-07 1997-04-28 7,500 5,820 3,492 0 10262626 01 524000 2010021046 2010-01-18 1988-07-10 100,000 77,600 42,680 0 10264825 01 5X9200 2010020015 2010-01-20 1996-06-20 50,000 38,800 23,280 0 10288526 02 596320 2010014028 2010-01-11 1982-07-28 191 10,000 7,760 0 0 10306174 01 5W8100 2010019018 2010-01-15 1997-07-21 50,000 38,800 20,042 0 10315082 01 5J400C 2010013008 2010-01-11 1994-08-05 25,000 19,400 11,594 0 10324492 01 5CCE00 2010020066 2010-01-16 2008-06-28 038 150,000 89,604 29,868 0 10352943 02 596320 2010006026 2010-01-05 1982-09-14 518 20,000 15,520 0 0 10361628 01 591820 2010008025 2010-01-01 1982-10-12 10,000 7,760 4,656 0 10380542 01 890800 2010013021 2010-01-06 1997-11-25 8,983 6,971 4,182 0 10393681 02 5J4320 2010019072 2010-01-16 1994-11-18 710 10,000 7,760 0 0 10401553 01 890800 2010012045 2010-01-09 1998-01-08 174 5,741 4,455 1,782 0 10406941 01 8CK900 2010011040 2010-01-03 1998-01-15 414 20,000 15,520 9,310 0 10406941 02 5CD700 2010011040 2010-01-03 1998-01-15 414 15,000 11,640 6,982 0 10408069 01 502500 2010019052 2010-01-12 1991-10-09 70,000 54,320 23,280 0 10430006 01 5CP800 2010012047 2010-01-03 1998-01-09 162 100,000 77,600 31,040 0 10459375 01 5H0700 2010004053 2010-01-01 1995-04-25 201 30,000 23,280 9,247 0 10542735 01 5CA120 2010019002 2010-01-04 1998-06-20 25,000 19,400 7,760 0 10542764 03 596320 2010021045 2010-01-20 1983-07-15 10,000 7,760 0 0 10553913 01 890800 2010022023 2010-01-15 1998-08-17 189 3,853 2,990 1,196 0 10564255 01 591820 2010011007 2010-01-09 1983-09-07 436 53,000 41,128 16,451 0 10564255 02 511400 2010011007 2010-01-09 1983-09-07 436 47,000 36,472 14,589 0 10582355 01 8CK900 2010015013 2010-01-14 1998-08-16 15,000 11,640 4,656 0 10583217 01 8CW900 2010008017 2010-01-07 1998-07-16 162 1,000 776 0 0 10583217 03 5DBJ00 2010008017 2010-01-07 2008-07-16 162 249,000 148,743 0 0 10610939 01 890800 2010007029 2010-01-02 1998-10-12 331 3,884 3,014 1,206 0 10627216 01 5CC100 2010013038 2010-01-11 1998-10-15 038 150,000 116,400 46,560 0 10676543 01 890800 2010004011 2010-01-03 1998-10-25 162 3,994 0 0 1,280 10699541 01 5CBY00 2010007020 2010-01-02 2007-03-01 162 20,000 14,187 5,675 0 10721085 01 5AOQ00 2010019027 2010-01-14 1999-03-15 414 75,000 58,200 23,280 0 10727528 04 5J4300 2010006043 2010-01-01 1994-03-20 428 12,000 9,312 0 0 10728745 01 5GO020 2010011081 2010-01-10 1999-05-03 25,000 19,400 7,760 0 10747872 03 5CH920 2010004007 2010-01-02 1999-04-03 50,000 38,800 0 0 10760679 01 5CCB00 2010005030 2010-01-03 2008-05-05 206 150,000 89,604 35,842 0 10774060 01 5J4020 2010019049 2010-01-19 1994-06-01 15,000 11,640 1,242 0 10826844 01 5X9000 2010021005 2010-01-10 1996-08-13 25,000 19,400 7,760 0 10848452 01 5AOQ00 2010019005 2010-01-17 1999-09-17 100,000 77,600 31,040 0 10886692 01 575800 2010011031 2010-01-03 2009-12-07 30,000 16,879 7,596 0 10944614 03 5DBS00 2010019057 2010-01-16 2009-11-05 100,000 56,264 0 0 10946327 02 5APU000 2010013028 2010-01-03 1999-11-25 22,000 17,072 0 0 10951420 01 592020 2010011052 2010-01-04 1984-12-15 162 30,000 23,280 9,312 0 10951420 02 596120 2010011052 2010-01-04 1984-12-15 162 30,000 23,280 9,312 0 SCWRA4--3 CO0404 DETAIL PENDING CLAIMS AND RECOVERABLES REPORT DATE: 01/01/10 RUN DATE:02/05/10 DEAL - DL01 REPORT PAGE: 14 RUN TIME:11:59:35 PRIMERICA LIFE INSURANCE COMPANY POLICY PHASE PLAN CLAIM DATE OF DATE OF CAUSE OF FACE DIRECT ETPR ETPR NUMBER NUM CODE NUMBER DEATH ISSUE DEATH AMOUNT PENDING PENDING RECVRBLS 88447761 01 5EQQ00 2010011063 2010-01-06 2008-05-15 200,000 119,472 107,525 0 88447761 02 8ET500 2010011063 2010-01-06 2008-05-15 20,000 11,947 10,752 0 88469291 01 5EOU00 2010019084 2010-01-15 2008-07-02 100,000 59,736 53,762 0 68470903 02 5EMQ20 2010011009 2010-01-08 2008-07-10 162 250,000 149,340 134,406 0 88473430 03 5EMF00 2010004074 2010-01-03 2008-06-15 40,000 23,894 21,505 0 88473430 04 8EUF00 2010004074 2010-01-03 2008-06-15 4,000 2,389 2,151 0 88478624 01 5EKZ00 2010007018 2010-01-07 2008-08-03 25,000 14,934 13,441 0 88520471 01 5EHG20 2010004082 2010-01-03 2008-10-03 50,000 29,868 26,881 0 88524500 03 5FSC00 2010019042 2010-01-19 2008-11-16 10,000 5,974 0 0 88536550 05 5PSC00 2010006018 2010-01-05 2009-01-15 25,000 14,066 0 0 88547685 02 5FSC00 2010021004 2010-01-20 2008-12-03 10,000 5,974 0 0 88564226 01 5EBP00 2010011051 2010-01-09 2009-02-03 110,000 61,890 55,701 0 88610435 01 5EOW00 2010004003 2010-01-02 2009-06-20 394 200,000 112,528 101,275 0 88612282 02 5EME00 2010011058 2010-01-11 2009-05-15 303 25,000 14,066 12,659 0 88613736 02 5EQC20 2010005053 2010-01-04 2009-06-28 150,000 84,396 75,956 0 88636116 01 5EQM20 2010008019 2010-01-07 2009-07-10 485 75,000 42,198 37,978 0 88645747 03 5ESC00 2010012008 2010-01-10 2009-08-15 20,000 11,253 0 0 88650924 01 5ELA00 2010011075 2010-01-11 2009-08-28 150,000 84,396 75,956 0 88660572 02 5EQE00 2010005042 2010-01-03 2009-11-17 150,000 84,396 75,956 0 88681261 01 5EL300 2010005007 2010-01-04 2009-10-06 E81 '50,000 0 0 36,041 88681261 02 5EIE00 2010005007 2010-01-04 2009-10-06 E81 100,000' 0 0 72,083 88706522 01 5EQV00 2010019014 2010-01-15 2009-12-15 270,000 151,913 136,722 0 TOTAL FOR FACE AMOUNT 38,829,941 TOTAL FOR DIRECT PENDING 27,814,533 TOTAL FOR ETPR PENDING 15,684,261 TOTAL FOR ETPR RECOVERABLES 395,732 SCWRA4--1 CO0404 BULK CLAIM RESERVE REPORT DATE:01/01/10 RUN DATE:02/05/10 DEAL - DL01 REPORT PAGE:1 RUN TIME:11:59:35 PRIMERICA LIFE INSURANCE COMPANY POLICY PHASE PLAN CLAIM DATE OF DATE OF CAUSE OF FACE DIRECT AMOUNTS ETPR AMOUNTS NUMBER NUM CODE NUMBER DEATH ISSUE DEATH AMT PENDING INT PD RECVRBLS INT PD 10676543 01 890800 2010004011 2010-01-03 1998-10- 25 162 3,994 3,195 6 0 0 11158035 01 551900 2010004077 2010-01-01 2000-05-25 332 5,000 4,000 2 0 0 11341011 01 5AOQ20 2010008028 2010-01-07 2000-04-26 585 31,000 24,800 0 0 0 12504146 01 521200 2010012032 2010-01-02 1988-02-03 153 50,000 40,000 0 0 0 12672450 01 5CBY0C 2010007033 2010-01-03 2007-12-09 496 40,000 32,000 0 0 0 12774976 01 5CCB00 2010011098 2010-01-07 2008-02-20 162 100,000 80,000 25 0 0 21731538 01 544300 2010005017 2010-01-04 1991-08-15 157 1,000 800 0 0 0 21731538 02 5DBJ00 2010005017 2010-01-04 2004-10-15 157 174,000 139,200 0 0 0 30060583 02 500500 2010011072 2010-01-09 1992-10-28 348 10,000 8,000 0 0 0 30060583 03 528400 2010011072 2010-01-09 1992-10-28 348 15,000 12,000 0 0 0 30458619 03 5J4300 2010005039 2010-01-04 1994-08-31 436 10,000 8,000 0 0 0 30483657 01 5H5420 2010004040 2010-01-01 1994-03-20 189 100,000 80,001 0 0 0 30483657 02 5J9420 2010004040 2010-01-01 1994-03-20 189 50,000 39,999 0 0 0 30483657 03 813820 2010004040 2010-01-01 1994-03-20 189 75,000 60,000 0 0 0 30934047 04 5Y0700 2010004093 2010-01-02 1996-09-25 895 25,000 20,000 30 0 0 30982807 01 5H0700 2010004001 2010-01-03 1995-12-01 414 10,000 8,000 0 0 0 30982807 02 8I1500 2010004001 2010-01-03 1995-12-01 414 15,000 12,000 0 0 0 31001327 01 5J4000 2010004025 2010-01-01 1995-11-12 410 30,000 24,000 7 0 0 32000162 01 5CA100 2010004010 2010-01-03 1999-10-13 294 15,000 12,000 0 0 0 32373244 01 5ALH0C 2010004099 2010-01-02 2001-02-21 203 100,000 80,000 158 0 0 32373244 02 8ATN00 2010004099 2010-01-02 2001-02-21 203 80,000 64,000 126 0 0 32716430 02 5BOC2C 2010013044 2010-01-08 2002-05-20 194 25,000 12,924 0 0 0 33211197 01 5DDM20 2009355030 2009-12-19 2004-07-01 441 30,000 24,000 0 0 0 33349970 01 5DCB20 2010004044 2010-01-03 2005-02-15 038 15,000 12,000 0 0 0 88681261 01 5BLG00 2010005007 2010-01-04 2009-10-06 881 50,000 40,000 46 0 0 88681261 02 5B1B00 2010005007 2010-01-04 2009-10-06 881 100,000 80,000 92 0 0 TOTAL FOR FACE AMOUNT 1,159,994 TOTAL FOR DIRECT BENEFIT PAID 872,919 TOTAL FOR DIRECT INTEREST PAID 492 TOTAL FOR ETPR BENEFIT PAID 0 TOTAL FOR ETPR INTEREST PAID 0 TOTAL FOR WAIVER BENEFITS 1,428,153 DETAIL NOT PROVIDED SCWRA4--2 CO3434 NONBULK CLAIM RESERVE REPORT DATE: 01/01/10 RUN DATE: 02/05/10 DEAL - DL01 REPORT PAGE: 1 RUN TIME: 11:59:35 NATIONAL BENEFIT LIFE INS. CO. POLICY PHASE PLAN CLAIM DATE OF DATE OF CAUSE OF FACE AMT DIRECT AMOUNTS ETPR AMOUNTS NUMBER NUM CODE NUMBER DEATH ISSUE DEATH BENE PD INT PD BKNE PD INT PD ALL TOTALS EQUAL ZERO, NO REPORT TO PRINT. Exhibit IV Form of Monthly Account Balance Report [See attached] IV-1 PSP031C FRAC_GP ORIG REPORT DATE:03/30/2010 RUN DATE: 03/30/2010 CGAP GENERAL LEDGER SUMMARY – CURRECT MONTH REPORT PAGE:1 RUN TIME: 00:54:11 BUSINESS UNIT/NODE: FRAC_GP AS OF 03/2010 ACCOUNT NUMBER BEGINNING BALANCE MONTH-TO-DATE NET ENDING BALANCE 310502 Lf Ren Pm-Non-Funded SW Asmd 0.00 39,577,171.15- 39,577,171.15- LF REN PM-NON-FUNDED 0.00 39,577,171.15- 39,577,171.15- LF REN-WAIVE OF PREM 0.00 0.00 0.00 310512 Lf Ren Rt Ck-Waiv Pm Asmd 0.00 11,942.76 11,942.76 LF RN RT CK-WAIV PRM 0.00 11,942.76 11,942.76 DIRECT PREMIUM REN 0.00 39,565,228.39- 39,565,228.39- 310002 Lf 1st Yr Prm SW Asmd 0.00 5,404,179.79- 5,404,179.79- LF 1ST YR PREM 0.00 5,404,179.79- 5,404,179.79- 310007 1 Yr Waiv Pm Retnd It SW Asmd 0.00 35,782.58 35,782.58 1YR WAIV PM RETND LF 0.00 35,782.58 35,782.58 310022 Over and Short SW Asmc 0.00 1,012.50 1,012.50 OVER AND SHORT 0.00 1,012.50 1,012.50 DIRECT PREM 1ST YR 0.00 5,367,384.71- 5,367,384.71- DIRECT PREMIUMS 0.00 44,932,613.10- 44,932,613.10- CEDED PREM FROZEN 0.00 0.00 0.00 311504 Lf Ren Pm-Re-Cd Una SW Asmd 0.00 488,634.78 488,634.78 LF REN PM-RE-CD UNAF 0.00 488,634.78 488,634.78 LF REN PRM YRT CEDED 0.00 0.00 0.00 311517 Lf Ren Prm Yrt Cad SW Asmd 0.00 193,277.70 193,277.70 LP REN PRM-YRT CED 0.00 193,277.70 193,277.70 311523 Rn Ced Prm Quota Yrt SW Asmd 0.00 2,758,277.56 2,758,277.56 RN CED PRM QUOTA YRT 0.00 2,758,277.56 2,758,277.56 CEDED PREMIUM REN 0.00 3,440,190.04 3,440,190.04 FY CED PRM QUOTA YRT 0.00 0.00 0.00 LF 1YR PM-RE-CD-COIN 0.00 0.00 0.00 311007 Lf 1Yr Prm Yrt Ced SW Asmd 0.00 189.67- 189.67- LF 1YR PRM YRT CEDED 0.00 189.67- 189.67- CEDED PREMIUM 1ST YR 0.00 189.67- 189.67- CEDED PREMIUMS 0.00 3,440,000.37 3,440,000.37 OTHER REV 0.00 0.00 0.00 PSP031C FRAC_GP ORIG REPORT DATE:03/30/2010 RUN DATE: 03/30/2010 CGAP GENERAL LEDGER SUMMARY – CURRENT MONTH REPORT PAGE:2 RUN TIME: 00:54:11 BUSINESS UNIT/NODE: FRAC_GP AS OF 03/2010 ACCOUNT NUMBER BEGINNING BALANCE MONTH-TO-DATE NET ENDING BALANCE RECAPTURE FEES 0.00 0.00 0.00 RECAPTURE FEE 0.00 0.00 0.00 REVENUES 0.00 41,492,612.73- 41,492,612.73- 410002 Death Clm - Cons SW Asmd 0.00 18,982,408.01 18,982,408.01 DEATH CLAIM-COINS 0.00 18,982,408.01 18,982,408.01 DEATH CLM-SPECIAL 0.00 0.00 0.00 LF CLM - AD&D 0.00 0.00 0.00 LF REN AD&D CLAIM 0.00 0.00 0.00 CLAIMS-LIFE DIRECT 0.00 18,982,408.01 18,982,408.01 410018 Lf Clm Waiver of Prm SW Asmd 0.00 160,731.00 160,731.00 LF CLM WAIVER OF PRM 0.00 160,731.00 160,731.00 410503 Lf Clm Re - Ced Unaff SW Asmd 0.00 900,306.99- 900,306.99- LF CLM RE-CED UNAFF 0.00 900,306.99- 900,306.99- 410508 Ced Clm Quota Yrt SW Asmd 0.00 3,058,103.61- 3,058,103.61- CED CLM QUOTA YRT 0.00 3,058,103.61- 3,058,103.61- CLAIMS LIFE CEDED 0.00 3,958,410.60- 3,958,410.60- SURR VALS-ORDINARY 0.00 0.00 0.00 SURVIVAL SPOUSE RIDR 0.00 0.00 0.00 SURR VAL RE-CD UNAFF 0.00 0.00 0.00 INT ON POL HOLD FUND 0.00 0.00 0.00 INT SURR SPOUSE RIDR 0.00 0.00 0.00 CASHSURR&OTH BEN DIR 0.00 0.00 0.00 INT POL HOLD FUND CD 0.00 0.00 0.00 CSH SORR&OTH BEN CD 0.00 0.00 0.00 CHANGE IN RES-FROZEN 0.00 0.00 0.00 402014 Change in Res Dir Lf SW Asmd 0.00 4,018,494.80 4,018,494.80 CHANGE IN RES DIRECT 0.00 4,018,494.80 4,018,494.80 402008 Chng in Res Ceded SW Asmd 0.00 96,207.92 96,207.92 CHANGE IN RES COINS 0.00 96,207.92 96,207.92 PSP031C FRAC_GP ORIG REPORT DATE:03/30/2010 RUN DATE: 03/30/2010 CGAP GENERAL LEDGER SUMMARY – CURRENT MONTH REPORT PAGE:3 RUN TIME: 00:54:11 BUSINESS UNIT/NODE: FRAC_GP AS OF 03/2010 ACCOUNT NUMBER BEGINNING BALANCE MONTH-TO-DATE NET ENDING BALANCE 402012 Ced Lf Res Quota Yrt SW Asmd 0.00 510,697.28 510,697.28 CHANGE IN RES QSYRT 0.00 510,697.28 510,697.28 CHANGE IN RES CEDED 0.00 606,905.20 606,905.20 CHANGE IN RESRV-LIFE 0.00 4,625,400.00 4,625,400.00 INSCOMM 1STYR LF DIR 0.00 0.00 0.00 500043 Inc in Coat of Coll SW Asmd 0.00 365,601.99 365,601.99 INC IN COST OF COLL 0.00 365,601.99 365,601.99 500009 ICa Comm Expense-SW Asmd 0.00 407,923.81 407,923.81 DCA EXPENSE 0.00 407,923.81 407,923.81 500027 Lf 1 Yr Cm-Non-Fund-SW Asmd 0.00 4,010,331.89 4,010,331.89 LF 1YR COMM NONFUND 0.00 4,010,331.89 4,010,331.89 INS COMM-1YR LF DIR 0.00 4,783,857.69 4,783,857.69 INSCOMM REN LF DIR 0.00 0.00 0.00 500204 Lf Ren Cm-Non-Fund-SW Asmd 0.00 440,847.57- 440,847.57- LF REN CM NONFUNDED 0.00 440,847.57- 440,847.57- INS COMM-REN LIFE DR 0.00 440,847.57- 440,847.57- LF 1YRCOMM-RE-CED-UN 0.00 0.00 0.00 INS COMM-1YR LIFE CD 0.00 0.00 0.00 FROZEN ALLOWANCE 0.00 0.00 0.00 500603 Lf Ren Com-Re-Ced Unaf SW Asmd 0.00 52,135.55- 52,135.55- LF REN COM-RE-CED UN 0.00 52,135.55- 52,135.55- 500696 Comm Allow: EOT Bonus, B Fund 0.00 331,947.04 331,947.04 COMMISSION ALLOWANCE 0.00 331,947.04 331,947.04 INS COMM ALLOWANCES 0.00 279,811.49 279,811.49 417002 Amort - DAC SW Asmd 0.00 7,141,652.44 7,141,652.44 AMORT – DAC 0.00 7,141,652.44 7,141,652.44 AMORT OF DAC 0.00 7,141,652.44 7,141,652.44 522012 Cap of Dac - Lf SW Asmd 0.00 4,581,448.00- 4,581,448.00- CAP OF DAC 0.00 4,581,448.00- 4,581,448.00- 670101 Expense Allowance 0.00 1,978,562.00 1,978,562.00 670111 Conversion Allowance 0.00 58,040.00 58,040.00 PSP031C FRAC_GP ORIG REPORT DATE:03/30/2010 RUN DATE: 03/30/2010 CGAP GENERAL, LEDGER SUMMARY – CURRENT MONTH REPORT PAGE:4 RUN TIME: 00:54:11 BUSINESS UNIT/NODE: FRAC_GP AS OF 03/2010 ACCOUNT NUMBER BEGINNING BALANCE MONTH-TO-DATE NET ENDING BALANCE 670121 Reinstatement U/W Exp Allow 0.00 5,926.26 5,926.26 EXPENSE ALLOWANCE 0.00 2,042,528.36 2,042,528.26 INT ON REIN PYMT-FRZ 0.00 0.00 0.00 PRM TAX RECOV FROZEN 0.00 0.00 0.00 700712 Premium Tax Allowance CitiRein 0.00 856,987.47 856,987.47 PREM TAX ALLOW CITI 0.00 856,987.47 856,987.47 700702 Prm Taxes Recvred - SCW Asmd 0.00 11,482.91- 11,482.91- PREMIUM TAX ALLOW 0.00 11,482.91- 11,482.91- 700107 Accrued TaxLicenses-SCW Assmd 0.00 91,132.24 91,132.24 PREMIUM TAX 0.00 91,132.24 91,132.24 TAXESLIC&FEES 0.00 936,636.80 936,636.80 BENEFITS & EXPENSES 0.00 29,972,319.52 29,972,319.52 NET INCOME 0.00 11,520,293.21- 11,520,293.21- PSP031C FRAC_GP ORIG REPORT DATE:03/30/2010 RUN DATE: 03/30/2010 CGAP GENERAL LEDGER SUMMARY - CURRENT MONTH REPORT PAGE:1 RUN TIME: 00:54:11 BUSINESS UNIT/NODE: FRAC_GP AS OF 03/2010 ACCOUNT NUMBER BEGINNING BALANCE MONTH-TO-DATE NET ENDING BALANCE INVESTMENT IN PRIMERE 0.00 0.00 0.00 INTERCO N-IN PFS 0.00 0.00 0.00 INTERCOMPANY -LEGACY 0.00 0.00 0.00 140007 Prm Due-Term Lf - FY SW Asmd 0.00 365,601.99 365,601.99 PRM DUE-TERM LF - FY 0.00 365,601.99 365,601.99 140003 Prm Due-Term Lf - Res SW Asmc 0.00 3,776,778.44 3,776,778.44 PRM DUE_TERM LF-REN 0.00 3,776,778.44 3,776,778.44 GR DEF PREM 0.00 0.00 0.00 LOADING ON DUE&DEF 0.00 0.00 0.00 PREMIUM DUE & UNPAID 0.00 4,142,380.43 4,142,380.43 FROZEN RES QSYRT 0.00 0.00 0.00 FROZEN RES COIN 0.00 0.00 0.00 140607 Due Fm Rai-Lf - Coins SW Asmd 0.00 120,799.97 120,799.97 REINS RECOV - COINS 0.00 120,799.97 120,799.97 140603 Due Fm Rai-Lf - Qsyrt SW Asmd 0.00 504,961.84 504,961.84 REINS RECOV QSYRT 0.00 504,961.84 504,961.84 REINS RECOVERABLE 0.00 625,761.81 625,761.81 140807 A/R Rei-Lf Clm - Coins SW Asmd 0.00 745,306.96 745,306.96 CEDED PENDING COINS 0.00 745,306.96 745,306.96 140803 A/R Rei-Lf Clm - Qsyrt SW Asmd 0.00 2,283,543.51 2,283,543.51 CEDED PENDING QSYRT 0.00 2,283,543.51 2,283,543.51 CEDED PENDING 0.00 3,028,850.47 3,028,850.47 141207 A/R Rei-Res Coin SW Asmd 0.00 2,687,700.08 2,687,700.08 CEDED RESERVES COINS 0.00 2,687,700.08 2,687,700.08 141203 A/R Rei-Res Qsyrt SW Asmd 0.00 27,373.92 27,373.92 CEDED RESERVES QSYRT 0.00 27,373.92 27,373.92 CEDED RESERVES 0.00 2,715,074.00 2,715,074.00 DIRECT PENDING 0.00 0.00 0.00 DIRECT RESERVES 0.00 0.00 0.00 DUE FRM REINSURER 0.00 6,369,686.28 6,369,686.28 PSP031C FRAC_GP ORIG REPORT DATE:03/30/2010 RUN DATE: 03/30/2010 CGAP GENERAL LEDGER SUMMARY - CURRENT MONTH REPORT PAGE:2 RUN TIME: 00:54:11 BUSINESS UNIT/NODE FRAC_GP AS OF 03/2010 ACCOUNT NUMBER BEGINNING BALANCE MONTH-TO-DATE NET ENDING BALANCE 130303 Dpac-Lf SW Asmd 0.00 243,707,809.96 243,707,809.96 DPAC – LF 0.00 243,707,809.96 243,707,809.96 DEFERRED ACQ COST 0.00 243,707,809.96 243,707,809.96 ASSETS 0.00 254,219,876.67 254,219,876.67 200109 Fpb-Lf SW Asmd 0.00 304,967,795.60- 304,967,795.60- FPB – LIFE 0.00 304,967,795.60- 304,967,795.60- FUTURE POL BENS-LF 0.00 304,967,795.60- 304,967,795.60- 201202 Pol Clm Lf SW Asmd 0.00 15,171,288.00- 15,171,288.00- DIRECT PENDING CLM 0.00 15,171,288.00- 15,171,288.00- POL & CONTRCT CLAIMS 0.00 15,171,288.00- 15,171,288.00- 210007 Adv Prm-Lf - FY SW Asmd 0.00 62,768.02- 62,768.02- ADV PREM-LF - FY 0.00 62,768.02- 62,768.02- 210004 Adv Prm-Lf - Ren SW Asmd 0.00 518,363.33- 518,363.33- ADV PRM-LF REN 0.00 518,363.33- 518,363.33- ADVANCE PREMIUM 0.00 581,131.35- 581,131.35- OTHER POLHOLDR FUNDS 0.00 581,131.35- 581,131.35- 232107 TaxLicensesFees-Coins-SCW Assmd 0.00 91,132.24- 91,132.24- TAXSLICSFEES-COINS 0.00 91,132.24- 91,132.24- ACCRUED TAXESLICFEES 0.00 91,132.24- 91,132.24- 270107 Cost of Collection - SCW Assmd 0.00 365,601.99- 365,601.99- COST OF COLL 0.00 365,601.99- 365,601.99- COST OF COLLECTION 0.00 365,601.99- 365,601.99- FROZEN NET CASH FLOW 0.00 0.00 0.00 DUE TO REINSURERS 0.00 0.00 0.00 DUETOFRPLICPRIMRE80% 0.00 0.00 0.00 230620 Due to/from PLICC/FRAC D Prm 0.00 45,200,560.02 45,200,560.02 230621 Due to/from PLICC/FRAC C Prm 0.00 3,440,000.37- 3,440,000.37- 230622 Due to/from PLICC/FRAC D Clm 0.00 3,971,851.01- 3,971,851.01- 230623 Due to/from PLICC/FRAC C Clm 0.00 303,798.32 303,798.32 230624 Due to/from PLICC/FRAC 0.00 11,536,889.24- 11,536,889.24- DUETOFRPLICCFRAC80% 0.00 26,555,617.72 26,555,617.72 DUE TOFR NBL AHL 90% 0.00 0.00 0.00 PSP031C FRAC_GP ORIG REPORT DATE:03/30/2010 RUN DATE: 03/30/2010 CGAP GENERAL LEDGER SUMMARY - CURRENT MONTH REPORT PAGE:3 RUN TIME: 00:54:11 BUSINESS UNIT/NODE: FRAC_GP AS OF 03/2010 ACCOUNT NUMBER BEGINNING BALANCE MONTH-TO-DATE NET ENDING BALANCE DUTOFRPLICPRIMERE10% 0.00 0.00 0.00 DUE TO AFFILIATES 0.00 26,555,617.72 26,555,617.72 LIABILITIES 0.00 294,621,331.46- 294,621,331.46- 291010 Gross Paid In & Contributed 0.00 51,921,748.00 51,921,748.00 PAID IS CAPITAL 0.00 51,921,748.00 51,921,748.00 RETEARN 0.00 0.00 0.00 NET INCOME 0.00 11,520,293.21- 11,520,293.21- EQUITY 0.00 40,401,454.79 40,401,454.79 LIABILITIES & EQUITY 0.00 254,219,876.67- 254,219,876.67- BALANCE SHEET TOTAL 0.00 0.00 0.00 Exhibit V Form of Reinsurance Trust Agreement [See attached] V-1 Canadian Company – Life and P&C INDEX AGREEMENT MADE THE 15 TH DAY OF MARCH, 2010 AMONG FINANCIAL REASSURANCE COMPANY 2010, LTD., PRIMERICA LIFE INSURANCE COMPANY OF CANADA, RBC DEXIA INVESTOR SERVICES TRUST AND THE SUPERINTENDENT OF FINANCIAL INSTITUTIONS CANADA. PARAGRAPH NUMBER HEADING PAGE NUMBER 1. APPOINTMENT OF TRUSTEE 2 2. AUTHORIZED ASSETS 2 3. ASSETS VESTED IN TRUST 2 4. VALUE OF ASSETS DETERMINED BY THE SUPERINTENDENT 2 5. VESTING, VARYING, EXCHANGING OR WITHDRAWING ASSETS 2 6. SECURITIES LENDING 3 7. ASSETS IN TRUSTEE’S NAME 3 8. POWERS AND AUTHORITY OF TRUSTEE 3 9. ACCOUNTABILITY OF TRUSTEE 3 10. DIRECTION OF REINSURER AND COMPANY 4 11. CANADIAN DEPOSITORY FOR SECURITIES LIMITED 4 12. PAYMENTS ON ACCOUNT OF AN INTEREST IN REAL ESTATE 4 13. EXERCISE OF RIGHTS ATTACHED TO AN ASSET 4 14. STATEMENT OF ASSETS 4 15. ACCESS 5 16. DIRECTION TO VEST ASSETS IN THE COMPANY 5 17. DIRECTION TO VEST ASSETS IN THE SUPERINTENDENT 5 18. COMPENSATION OF TRUSTEE 5 19. INTEREST ON MONIES HELD IN TRUST 6 20. AMENDMENTS 6 21. TERMINATION 6 22. APPOINTMENT OF NEW TRUSTEE 6 23. WAIVER 6 24. FURTHER ASSURANCES 6 25. NOTICES 7 26. EXECUTION IN COUNTERPART 7 27. PARTIAL INVALIDITY 8 28. EFFECTIVE DATE 8 29. PROPER LAW 8 30. CONFLICTS OR INCONSISTENCIES 8 31. MISCELLANEOUS 8 SCHEDULE SCHEDULE “A”-VESTING OF ASSETS 9 SCHEDULE “B”-DECLARATION (MONTHLY) 9 TA16279 Revised May 17, 2001 - i - Canadian Company – Life and P&C AGREEMENT THIS AGREEMENT made in quadruplicate on the 15 th day of March, 2010. AMONG: Financial Reassurance Company 2010, Ltd., a corporation duly organized and existing under the laws of Bermuda (hereinafter called the “Reinsurer”) AND: Primerica Life Insurance Company of Canada, a corporation duly organized and existing under the laws of Canada (hereinafter called the “Company”) AND: RBC Dexia Investor Services Trust, a trust company incorporated under the laws of Canada and licensed to do business in the Province of Ontario (hereinafter called the “Trustee”) AND: The Superintendent of Financial Institutions Canada (hereinafter called the “Superintendent”) WHEREAS the Company is authorized under the Insurance Companies Act (hereinafter called the “Act”) to insure risks; AND WHEREAS the Company has caused itself to be reinsured by the Reinsurer against certain risks insured by it under one or more reinsurance agreements (hereinafter called the “Reinsurance Agreements”); AND WHEREAS the Reinsurer is not authorized under the Act to insure risks; AND WHEREAS where the Reinsurer is not authorized under the Act to insure risks and is incorporated elsewhere than in Canada, a reduction in the Company’s Minimum Continuing Capital and Surplus Requirements, in the Company’s Minimum Capital Test or in the assets to be maintained by the Company under the Act, as the case may be, may be made by the Company only to the extent that security is maintained in Canada, in respect of the potential liabilities of the Reinsurer under the Reinsurance Agreements, in an amount, of a nature and under arrangements determined by the Superintendent to be satisfactory. NOW THEREFORE in consideration of the premises and the mutual covenants and agreements contained in the Agreement, the parties hereto agree with one another as follows: Revised May 17, 2001 1 Canadian Company – Life and P&C APPOINTMENT OF TRUSTEE 1.The Reinsurer appoints as trustee the Trustee to hold in trust for the Company, solely to secure the payment to the Company by the Reinsurer of the Reinsurer's share of any loss or liability or both sustained by the Company for which the Reinsurer is liable under the Reinsurance Agreements, such assets as the Reinsurer may vest in trust with the Trustee in accordance with the terms of this Agreement. AUTHORIZED ASSETS 2.Assets that may be vested in trust with the Trustee shall be cash or assets in which the Company may invest its funds or any portion thereof pursuant to the Company's investment and lending policies, standards and procedures established pursuant to the Act in force from time to time while this Agreement is in force. ASSETS VESTED IN TRUST 3. (a)The Reinsurer shall vest and maintain with the Trustee assets valued in accordance with subparagraph (b) at all times at least equal to 100% of an amount equal to the greater of (i) the Reinsurer’s quota share of the subject reserves with respect to the reinsured policies, and (ii) the amount of assets held in trust necessary at any particular point in time under the MCCSR Guideline in order for the Company to take full financial statement credit for the unlicensed reinsurance in the same manner as if licensed reinsurance was being provided that enables the Company to maintain its target capital ratio as required by the Superintendent as well as to be able to meet all Dynamic Capital Adequacy Testing adverse scenarios that may be required by the Superintendent with respect to the Reinsurer's quota share of the subject reserves. For greater certainty, the amount of trust Assets held in trust shall at no time be less than a minimum of an amount equal to 100% of the aggregate liability ceded (if greater than zero) plus 70% of the offsetting reserves ceded (MCCSR Guideline section 1.2.3.2) plus 150% of the Regulatory Required Capital for the Ceded Business as defined by the MCCSR Guideline. (b)The assets vested in trust shall be valued at market value. (c)Assets vested in trust under this Agreement in respect of the class of life insurance shall be held by the Trustee in an account identified in its records as separate and distinct from the assets vested in trust under this Agreement in respect of other classes. (d)Assets vested in trust under this Agreement shall be held by the Trustee in an account identified in its records as separate and distinct from other accounts of the Trustee. (e)Assets vested in trust under this Agreement shall be free of all liens, charges and encumbrances of any nature except for the charge customarily required to be given by the relevant participant in the Canadian Depository for Securities Limited under the rules governing participation in the Canadian Depository for Securities Limited on an asset deposited, and recorded in book-based form, with the Canadian Depository for Securities Limited. VALUE OF ASSETS DETERMINED BY THE SUPERINTENDENT 4.The Superintendent may determine from time to time the market value of the assets vested in trust or the liabilities for which the Reinsurer is liable under the Reinsurance Agreements. Any determination made by the Superintendent under this paragraph shall be binding on the Reinsurer and the Company. This paragraph shall be effective only with respect to the obligations of the Reinsurer and the Company under this Agreement and shall not affect the contractual relationship between the parties under the Reinsurance Agreements. VESTING, VARYING, EXCHANGING OR WITHDRAWING ASSETS 5. (a)Subject to paragraph 3 and subparagraph (b), prior to vesting an asset in trust or withdrawing an asset vested in trust, the Reinsurer shall obtain the written approval of the Superintendent and, upon receipt of the written approval of the Superintendent, the Trustee shall follow the written direction of the Reinsurer. Revised May 17, 2001 2 Canadian Company – Life and P&C (b)Unless the Superintendent has otherwise directed by written notice to both the Reinsurer and the Trustee, the Reinsurer may, without the prior written approval of the Superintendent: (i)vest in trust an asset listed in Schedule “A”; and (ii)withdraw an asset listed in Schedule “A” vested in trust on condition that the asset withdrawn is replaced, either prior to or simultaneously, with an asset or assets listed in Schedule “A” the value of which on the date of the withdrawal, as determined under subparagraph 3(b), is and is certified by the Reinsurer to the Trustee to be, at least equal to the value, as determined under subparagraph 3(b), of the asset withdrawn. SECURITIES LENDING 6.The assets vested pursuant to this Agreement may not be used as part of a securities lending program. ASSETS IN TRUSTEE’S NAME 7.Subject to paragraph 11 , the Trustee shall register in its name or, subject to the prior written approval of the Superintendent, in the name of its nominee, any asset vested in trust that can be issued in registered form. Notwithstanding the foregoing but subject to the prior written approval of the Superintendent, the Reinsurer may vest with the Trustee, and the Trustee shall not be required to register in its name, mortgages on real estate acquired by or on behalf of the Reinsurer under an agreement whereby the mortgages are to be administered by a third party. POWERS AND AUTHORITY OF TRUSTEE 8. (a)Subject to paragraph 5, the Trustee, on the written direction of any of the persons authorized by the Reinsurer for that purpose for the time being and from time to time, shall have, in respect of the assets vested in trust, the powers and authority authorized in that written direction. (b)Subject to the prior written approval of the Reinsurer, which approval must not be unreasonably withheld, the Trustee may employ, at the expense of the Reinsurer, agents, counsel (who may be counsel to the Reinsurer) and other professional advisors. (c)The Trustee may, from time to time, (i)deal with securities of the same class and nature as may constitute the assets held in trust in its own behalf or on behalf of accounts it manages; (ii)subject to Part XI of the Trust and Loan Companies Act, be affiliated with any party to whom or from whom such securities may be sold or purchased; and (iii)use in other capacities knowledge gained in its capacity hereunder without being liable to account therefor in law or in equity except where the use would be detrimental, prejudicial, or adverse to the best interests of the Company or the Reinsurer. ACCOUNTABILITY OF TRUSTEE 9. (a)Subject to subparagraph (b), the Trustee will exercise its powers and carry out its obligations under this Agreement as Trustee honestly, in good faith and in the best Interests of the Company and in connection therewith will exercise that degree of care, diligence and skill that a reasonable and prudent person would exercise in comparable circumstances. (b)Where the Superintendent determines that an asset vested in trust is withdrawn other than in accordance with paragraph 5, the Superintendent shall so notify the Trustee. Within thirty (30) days of the day on which the Trustee is notified by the Superintendent, the Trustee shall replace that asset with an asset or assets of the kind listed in Schedule “A” such that the value of the assets vested in trust on the replacement date, as determined under subparagraph 3(b), is equal to the lesser of: (i)the total value of the assets required under the Agreement to be vested in trust on the replacement date, as determined under subparagraph 3(b); and Revised May 17, 2001 3 Canadian Company – Life and P&C (ii)the total value of the assets, as determined under subparagraph 3(b), vested in trust on the day when the asset vested in trust was withdrawn other than in accordance with paragraph 5, determined before giving effect to the withdrawal. In each instance where the Trustee replaces an asset in accordance with this paragraph, the Reinsurer shall immediately reimburse the Trustee for all losses, damages, expenses, and costs incurred by the Trustee in respect of the replacement. DIRECTION OF REINSURER AND COMPANY 10. (a)The Reinsurer shall identify to the Trustee, in writing, those Reinsurer representatives authorized to direct the Trustee in respect of a matter under this Agreement. The Trustee shall act only upon the written directions of those Reinsurer representatives and shall have no duty to verify the appropriateness of any directions which shall be binding on the Reinsurer. (b)The Company shall identify to the Trustee, in writing, those Company representatives authorized to direct the Trustee in respect of a matter under this Agreement. The Trustee shall act only upon the written directions of those Company representatives and shall have no duty to verify the appropriateness of any directions which shall be binding on the Company. CANADIAN DEPOSITORY FOR SECURITIES LIMITED 11.Subject to the written approval of the Superintendent, the Trustee may deposit any of the assets vested in trust with the Canadian Depository for Securities Limited and shall have the same responsibility for assets vested in trust whether in the possession of the Trustee or deposited with the Canadian Depository for Securities Limited. PAYMENTS ON ACCOUNT OF AN INTEREST IN REAL ESTATE 12.Unless the Reinsurer and the Trustee are otherwise directed in writing by the Superintendent, the Reinsurer may collect payments on account of any interest in real estate by way of lease, mortgage or otherwise vested in trust with the Trustee, provided that the Reinsurer shall: (a)forthwith pay to the Trustee any monies collected on account of the principal of any mortgage; and (b)on or before the tenth day of each month, notify in writing the Trustee, the Company and the Superintendent of the balance of principal on any mortgage on account of which the Reinsurer collected a payment and account for all monies collected hereunder, which information shall be contained in a statutory declaration of an officer of the Reinsurer. EXERCISE OF RIGHTS ATTACHED TO AN ASSET 13.Unless the Trustee is otherwise directed in writing by the Superintendent: (a)the Trustee shall hand over to the Reinsurer all income upon the vested assets collected by the Trustee as the same is collected; and (b)the Reinsurer shall be entitled at all times to exercise, through such officer or other person designated by it, the right of attending, acting and voting at meetings of corporations or security holders or otherwise in respect of vested assets and the Trustee shall, at the request of the Reinsurer, execute and deliver such instruments of proxy or attorney as may be reasonably required to enable the Reinsurer through such officer or person to exercise such rights. Revised May 17, 2001 4 Canadian Company – Life and P&C STATEMENT OF ASSETS 14.Unless the Superintendent otherwise directs the Trustee in writing, the Trustee shall on or before the fifteenth day of each month, or, if the fifteenth day is not a business day of the Trustee, on or before the first business day of the Trustee following the fifteenth day, and at such other times as requested by notice in writing to the Trustee from the Superintendent, file: (a)with the Superintendent, and if the Reinsurer so elects, with the Reinsurer, a declaration in the form of Schedule “B”, or in such other form as may be prescribed by the Superintendent from time to time, together with a diskette, containing that information as may be prescribed by the Superintendent from time to time of all assets held by the Trustee under this Agreement as at the close of business on the Trustee's last business day in the immediately preceding month; and (b)where the Reinsurer does not elect under subparagraph (a), with the Reinsurer a statement containing that information as may be prescribed by the Reinsurer from time to time of all assets held by the Trustee under this Agreement. The Trustee shall submit separate declarations in respect of the class of life insurance and in respect of classes of insurance other than life insurance. ACCESS 15.The Trustee shall at all times, upon reasonable notice, permit the Superintendent, the Reinsurer and the Company access, for purposes of examination, to all assets held in trust under this Agreement and to the records of the Trustee in relation thereto. DIRECTION TO VEST ASSETS IN THE COMPANY 16. (a)The Trustee shall, on notice in writing from the Company accompanied by the written approval of the Superintendent, without inquiry as to the correctness of any request made by the Company, assign and deliver to the Company those assets held by it in trust that the Company specifies in its request after deduction by the Trustee of an amount equal to the aggregate of any unpaid compensation to the date of transfer and any losses, damages, expenses and costs owing to the Trustee pursuant to paragraph 18 and subparagraph 9(b) respectively. (b)The Company shall apply the assets assigned and delivered to it pursuant to subparagraph (a) without diminution on account of the insolvency of the Company for the following purposes only: (i)to pay or reimburse itself for the Reinsurer’s share of any loss or liability or both, including any loss or liability on account of claims incurred but not reported, sustained by the Company for which the Reinsurer is liable under the Reinsurance Agreements; and (ii)to make payment to the Reinsurer of any balance of the assets in excess of the actual amount required by clause (i) above if requested by the Reinsurer. DIRECTION TO VEST ASSETS IN THE SUPERINTENDENT 17. (a)If (i)the Company is no longer authorized under the Act to insure risks, (ii)a judgment against the Company in respect of which no further right of appeal exists remains unsatisfied for thirty (30) days, or (iii)a liquidator or receiver of the Company or of any part of the insurance business of the Company is appointed under the provisions of any statute or pursuant to any agreement between the Company and a third party the Superintendent may direct the Trustee and the Trustee shall, without inquiry into the correctness of any statement of the Superintendent, assign and transfer to the Superintendent or the Superintendent's appointee all assets held in trust under the terms of this Agreement after deduction by the Trustee of an amount equal to the aggregate of any unpaid compensation to the date of transfer and any losses, damages, expenses and costs owing to the Trustee pursuant to paragraph 18 and subparagraph 9(b) respectively. Revised May 17, 2001 5 Canadian Company – Life and P&C (b)The Superintendent or his appointee shall apply the assets assigned and delivered pursuant to subparagraph (a) without diminution on account of the insolvency of the Company for the following purposes only: (i)to pay or reimburse the Company for the Reinsurer’s share of any loss or liability or both, including any loss or liability on account of claims incurred but not reported, sustained by the Company for which the Reinsurer is liable under the Reinsurance Agreements; and (ii)to make payment to the Reinsurer of any balance of the assets in excess of the actual amount required by clause (i) above if requested by the Reinsurer. COMPENSATION OF TRUSTEE 18.The Trustee is entitled to reasonable compensation for its services and expenses under this Agreement as may be agreed upon by the Reinsurer and the Trustee, and if no such agreement is reached, either the Reinsurer or the Trustee may on ten (10) days notice in writing apply to a court of competent jurisdiction to fix the compensation that the Reinsurer shall pay the Trustee. INTEREST ON MONIES HELD IN TRUST 19.The Trustee shall pay the Reinsurer such interest on monies held in trust as is paid by the Trustee on the same or similar accounts. AMENDMENTS 20. (a)This Agreement may be amended only by a written agreement executed by the Company, the Reinsurer, the Trustee and the Superintendent. (b)The Company, the Reinsurer and the Trustee shall make those amendments to this Agreement that the Superintendent reasonably requires. TERMINATION 21.The Trustee and, subject to the prior written approval of the Superintendent, the Company or the Reinsurer may terminate this Agreement on at least thirty (30) days notice in writing to the Superintendent and the other parties specifying in the notice the date of termination. Upon the date of termination specified in the notice, the Trustee shall be discharged from any further responsibilities to carry out the terms provided in this Agreement save for its obligations under paragraph 22. APPOINTMENT OF NEW TRUSTEE 22.As soon as practicable (i)on the Trustee ceasing to carry on business, or refusing to act as a trustee, (ii)on the Trustee becoming insolvent, being deemed insolvent or admitting that it is insolvent within the meaning of any statute, or becoming (whether voluntarily or involuntarily) subject to any proceedings for its winding-up, liquidation or dissolution, (iii)on the Superintendent taking control of the assets of, or taking control of, the Trustee under the Trust and Loan Companies Act, (iv)on the Trustee defaulting in its duties or obligations or any of them hereunder and not commencing to rectify the default within thirty (30) days after written notice from another party specifying the default and requiring the Trustee to remedy the same, or Revised May 17, 2001 6 Canadian Company – Life and P&C (v)after giving or receiving a notice under paragraph 21, the Reinsurer shall appoint another trust company approved by the Superintendent and authorized to act as a trustee and the Trustee shall execute all documents that the Reinsurer shall deem necessary to vest in that trust company the assets vested in trust in the Trustee and transfer in writing to that trust company all its rights and obligations under this Agreement after deduction by the Trustee of an amount equal to the aggregate of any unpaid compensation to the date of the transfer and any losses, damages, expenses and costs owing to the Trustee pursuant to paragraph 18 and subparagraph 9(b) respectively. WAIVER 23.No waiver by any party of any breach of any of the covenants, provisos, conditions, restrictions or stipulations contained in this Agreement shall take effect or be binding upon that party unless the same is expressed in writing under the authority of that party and is approved in writing by the Superintendent and any waiver so given and approved shall extend only to the particular breach so waived and shall not limit or affect any rights with respect to any other future breach. FURTHER ASSURANCES 24.Each of the parties to this Agreement shall execute and deliver all such instruments and assurances and do all other acts and things as are necessary to give full effect to and carry out their respective obligations under this Agreement. NOTICES 25. (a)Notices under this Agreement shall be served either (i)personally by delivering them to the party on whom they are to be served at that party's address hereinafter given, provided such delivery shall be during the addressee’s normal business hours. Personally served notices shall be deemed received by the addressees when actually delivered as aforesaid. (ii)by telex or facsimile (or by any other like method by which a written and recorded message may be sent) directed to the party on whom they are to be served at that party's address hereinafter given. Notices so served shall be deemed received by the addressee: i) when actually received by the addressee if received within the normal working hours of the addressee's business day; or ii) at the commencement of the next ensuing business day of the addressee following transmission thereof, whichever is the earlier, or (iii)by prepaid first class mail addressed to the party on whom they are to be served at that party's address hereinafter given. Notices so served shall be deemed received on the fifth (5th) day following the day on which they are so mailed, provided however that if delivery by prepaid first class mail of any notice required or permitted under this Agreement is or is likely to be delayed due to interruption or suspension of the postal service because of a mail strike, slowdown or other labour dispute which might affect the delivery of the notice, then the notice shall be effective only if delivered personally or by telex or facsimile (or by any other like method by which a written and recorded message may be sent). (b)Unless changed by written notice to the other parties, the addresses for service of notice hereunder of each of the respective parties shall be as follows: Reinsurer Financial Reassurance Company 2010, Ltd. 44 Church Street PO. Box 2274 Hamilton HMJX, Bermuda Attention: David Pickering, Director Facsimile: #441-295-6448 Company Primerica Life Insurance Company of Canada 2000 Argentina Road, Plaza V, Suite 300 Mississauga, Ontario L5N 2R7 Attention: Heather Koski, VP Finance & CFO Facsimile: (905)813-5316 Revised May 17, 2001 7 Canadian Company – Life and P&C Trustee RBC Dexia Investor Services Trust 155 Wellington Street West, 5 th Floor P.O. Box 7500, Station “A” Toronto, Ontario M5W 1P9 Attention: Head of Client Service Facsimile: (416) 955-2600 Superintendent of Financial Institutions Canada 121 King Street West, 22nd Floor Toronto, Ontario M5H 3T9 Attention: Assistant Superintendent, Supervision Facsimile: (416) 973-1171 EXECUTION IN COUNTERPART 26.This Agreement may be executed and delivered in counterpart, each of which, when so executed and delivered, shall be deemed to be an original. All counterparts together shall constitute one and the same agreement. PARTIAL INVALIDITY 27.If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby. EFFECTIVE DATE 28.This Agreement shall take effect as of the date and year first above written. PROPER LAW 29.This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. CONFLICTS OR INCONSISTENCIES 30.In the event of a conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions of the Reinsurance Agreements, the former shall in each and every instance prevail, except that, to the extent that the investment guidelines referenced in any Reinsurance Agreement are more restrictive than the list of assets in Schedule “A”, it shall be the responsibility of the Company and the Reinsurer to ensure compliance with such restrictions. MISCELLANEOUS 31.Paragraph headings and other headings or captions or the index or the title hereto shall not be used in construing or interpreting any provision of this Agreement or the relationship of the parties to this Agreement. Revised May 17, 2001 8 Canadian Company – Life and P&C IN WITNESS WHEREOF the Reinsurer, the Company, the Trustee and the Superintendent has executed this Agreement. Financial Reassurance Company 2010, Ltd. Primerica Life Insurance Company of Canada /s/ Reza Shah (Seal) /s/ John A. Adams Name Reza Shah Name John A. Adams Title Head of City Reinsurance Title EVP & CEO /s/ Heather Koski Name Name Heather Koski Title Title VP Finance and CFO RBC Dexia Investor Services Trust Superintendent of financial Institutions /s/ Lydia Moffitt /s/ D. Bruce Thompson Name Lydia Moffitt Name D. Bruce Thompson Title Senior Manager, Client Service Title Director Date: March 24, 2010 /s/ David Fraser Name David Fraser Title Client Service Manger SCHEDULE “A” to the Agreement made the 15 th day of March, 2010 among Financial Reassurance Company 2010, Ltd., Primerica Life Insurance Company of Canada, RBC Dexia Investor Services Trust and the Superintendent of Financial Institutions Canada. Revised May 17, 2001 9 Canadian Company – Life and P&C VESTING O F ASSETS PAYABLE IN CANADIAN CURRENCY I.Cash II.Bonds, Debentures and Other Evidences of Indebtedness: (a)Government: (i)Canada and Guaranteed (ii)Canadian Provincial and Guaranteed (iii)Canadian Municipal, Public Authority, School and Parochial. (b)Corporate: Canadian III.Shares: (a)Common: Canadian (b)Preferred: Canadian IV.Guaranteed Investment Certificates SCHEDULE “B” to the Agreement made the 15 th day of March, 2010 among Financial Reassurance Company 2010, Ltd., Primerica Life Insurance Company of Canada, RBC Dexia Investor Services Trust and the Superintendent of Financial Institutions Canada. DECLARATION WHEREAS RBC Dexia Investor Services Trust, a trust company incorporated under the laws of Canada and having its chief office or place of business for Canada in the City of Toronto, in the Province of Ontario, has been appointed pursuant to the Agreement made the 15 th day of March, 2010 among Financial Reassurance Company 2010, Ltd., Primerica Life Insurance Company of Canada, and the Superintendent of Financial Institutions Canada (the “Agreement”) as Trustee for the purposes of the Agreement. NOW THEREFORE IT IS WITNESSED that the said Trust Company, as such Trustee, hereby acknowledges and declares that it now holds, in accordance with and subject to the terms and provisions of the Agreement, assets the total accepted values of which, as at , 20 based on the values as last determined by the requirements of the Agreement, are summarized below and details in respect of which are set forth in the diskette accompanying this Declaration and that the said Trustee declares that it will continue to hold said assets under and subject to all the terms and provisions of the said Agreement. DATED at the City of this day of , 20 . TRUST COMPANY Insurance Company Full Company Name Accepted Value Institution Code Book Market Revised May 17, 2001 10 Exhibit VI-A Milliman Information 1)Inventories of term life insurance policies in force as of June 30, 2009, including computer files and other listings of these records. 2)Current set of assumptions actually used for pricing the Custom Advantage Policy as provided by the Ceding Company. 3)Mortality and lapse studies prepared by the Ceding Company for the business in force. 4)Product characteristics and data including premium rates, policy fees, banding, commission rates, product benefit features, etc. 5)Ceding Company methodology and basis regarding statutory reserves and tax reserves. 6)Information on the terms of existing reinsurance agreements with third parties. 7)Information with respect to the current unit expenses of the Ceding Company. Exhibit VI-B Milliman Information 1)Actual recent financial data for the Covered Liabilities. VI-1 Exhibit VII Milliman Report [See attached] VII-1 ACTUARIAL ANALYSIS OF PRIMERICA LIFE INSURANCE COMPANY OF CANADA AS OF JUNE 30, 2009 PREPARED FOR: Citigroup, Inc. PREPARED BY: Thomas K. Kim, F.S.A., F.C.I.A. Bruce W. Winterhof, F.S.A., M.A.A.A. Yiping Yang, F.S.A., M.A.A.A. Laird D. Zacheis, F.S.A., M.A.A.A. October 21, 2009 Revised November 25, 2009 Milliman 71 S. Wacker Drive, 31st Floor Chicago. IL 60608 Tel + 1 312 724.0677 Fax + 1 312 099.6700 www.milliman.com October 21, 2009 Revised November 25, 2009 Mr. James von Moltke Mr. D. Richard Williams M&A Group Manager Citigroup Inc. Co-Chief Executive Officer & Chief Operating Officer 909 Third Avenue Primerica Life Financial Services New York, New York 10022 3120 Breckinridge Boulevard Duluth, Georgia 30099 Dear Sirs: This report provides actuarial values and projections as of June 30, 2009 for the individual life and annuity business of Primerica Life Insurance Company of Canada. This report reflects updates to our October 21, 2009 report for anticipated changes to the Canadian reserve assumptions at yearend 2009. Section I outlines the scope and qualifications associated with the analysis. Actuarial values and yearly statutory profits are summarized in Section II. Section III and the Appendices summarize the methodology, models and actuarial assumptions underlying the developed values. This report may be considered a statement of actuarial opinion under guidelines promulgated by the American Academy of Actuaries. The undersigned professional is a member of the American Academy of Actuaries and meet the Qualification Standards of the American Academy of Actuaries to render the opinion contained herein. The professionals responsible for developing the actuarial values in this report are available to answer any questions regarding the assumptions and procedures underlying the values. Please contact us if any questions are raised. Sincerely, /s/ Laird D. Zacheis Laird D. Zacheis, F.S.A., M.A.A.A. Consulting Actuary LDZ:jk Offices in Principal Cities Worldwide TABLE OF CONTENTS SECTION PAGE I. Introduction and Qualifications 1 II. Summary of Results 3 III. Product Descriptions, Methodology and Actuarial Assumptions 5 APPENDIX A Asset and Investment Assumptions A-1 B Liability Models and Assumptions B-1 C Detailed Statutory Income Projections C-1 Milliman SECTION I Introduction and Qualifications Milliman, Inc. (“Milliman”) was retained by Citigroup, Inc. (“Citi”) to perform certain actuarial analyses with respect to the life insurance business in Primerica Life Insurance Company of Canada (“PLICC” or “Primerica Canada”). PLICC is wholly owned by Primerica Life Insurance Company (“PLIC”), which is wholly owned through various holding companies by Citi. Specifically, our assignment has been to develop projected statutory earnings arising from the existing and new individual life business of PLICC and to calculate present values of these future earnings using discount rates of 11%, 13% and 15%, which may be used for the determination of the ceding commission for a reinsurance transaction between PLICC and Financial Reassurance Company (FRAC), an offshore Citi affiliated reinsurer. For purposes of this report, where amounts are shown in U.S. dollars, an exchange rate of $1 Canadian to $0.90 U.S. is assumed. The PLICC business consists primarily of level term traditional life business. PLICC also sells a significant amount of segregated funds (seg funds) savings business. PLICC markets through a network of independent agents who are primarily part-time, and who are exclusive to the Companies. The term business sold through this network is referred to generally as “term” or “PFS Term” in this report. Milliman is frequently engaged to prepare such analyses of life Insurance companies. The approach followed in this situation is consistent with methodology we have generally employed in previous engagements. We have prepared this report with the understanding that it will be used by Citi and its advisors to analyze the statutory earnings and potential value of PLICC. The report is intended to provide certain actuarial information and analyses as of June 30, 2009 that would assist a qualified actuary, technically competent in the area of actuarial appraisals, to develop an estimate of (1) the adjusted statutory book value of the companies as of June 30, 2009; (2) the projected amounts and present values of future statutory profits from insurance in force as of June 30, 2009; and (3) the projected amounts and present values of future statutory profits from insurance written after June 30, 2009. In order to fully comprehend this report, any user of this report should be advised by an actuary with a substantial level of expertise in areas relevant to this analysis to appreciate the significance of the underlying assumptions and the impact of those assumptions on the illustrated results. This report must be read in its entirety to be understood. This report may not be distributed, disclosed, copied or otherwise furnished to any party without our prior consent. Any distribution of this report must be in its entirety. Nothing included in this report is to be used in any filings with any public body, such as but not limited to the Securities and Exchange Commission, without prior written consent from Milliman. We understand this report may be shared with OSFI. We have projected future statutory profits computed according to regulatory reporting criteria. The validity of these projections depends on how well future experience conforms to our assumptions. Our assumptions for future mortality, persistency, expenses, investment return and other actuarial factors are based on our evaluation of recent experience of PLIC and PLICC, industry experience and anticipated future trends. The approach employed to develop the projection assumptions is described below. 1.Mortality and persistency assumptions are based on the experience of PLIC and PLICC and on general industry experience. 2.Expenses were based on the target unit expense allowables of PLICC. 3.Future investment income reflects a new money investment yield of 4.95% based on assumptions for asset yield, quality, and maturity provided by PLICC. The projections are based on the June 30, 2009 interest rate environment. 4.New business production assumptions were provided by PLICC and are summarized in Section II. Actual experience may differ from that assumed in the projections. To the extent actual experience is different from the assumptions underlying this Report, so will actual results differ from the projected results shown here. Sensitivity of results to changes in assumptions is provided as part of Section II, Summary of Results. - 1 - Milliman Data Reliance We have relied on information supplied by PLIC and PLICC as well as on published financial information. We performed no audits or independent verification of the information furnished to us. To the extent that there are any material errors in the information provided, the results of our analysis will be affected as well. The principal materials relied upon include: 1)Information contained in the public and internal statutory and GAAP financial statements of PLICC. 2)Inventory of insurance policies as of June 30, 2009, December 31, 2008 and December 31, 2007. 3)Information on business inforce, including schedules or electronic files of premiums, policy benefits, commission rates, cost of insurance charges, description of guaranteed benefits, and other policy benefits. 4)Information relating to PLICC’s statutory reserve practices. 5)Current and historical pricing assumptions. 6)Information and analysis prepared by PLICC on recent mortality and persistency experience. 7)Information on invested assets as of June 30, 2009. 8)Information on new investment strategy. 9)Information on statutory/tax asset and reserve assumptions and differences and other information with respect to Federal income taxes. 10)Information on the terms of reinsurance agreements. 11)Information on future premium production volumes, products, and mix of riders and other guaranteed benefits. 12)Information on future expenses. - 2 - Milliman SECTION II Summary of Results Summary of Actuarial Appraisal Values Table I summarizes the present value of future statutory profits from business inforce on June 30, 2009, and the development of the reinsurance ceding commission for 80% of the PFS Term inforce business. The business values are based upon thirty years of projected profits. Amounts reflect cost of capital based on 240% of OSFI MCCSR. Table I 80% of PLICC PFS Term Inforce Business Actuarial Appraisal Value as of June 30, 2009 (In millions of Canadian Dollars) 11% 13% 15% Pre-Tax Value $259.8 $223.6 $195.2 Taxes (90.9) (78.2) (68.3) Cost of Capital at 240% MCCSR (84.7) (97.5) (108.0) Total After-tax $84.2 $47.8 $18.9 Tax Benefit on Reinsurance 45.3 25.7 10.2 Total Value $129.6 $73.5 $29.1 Summaries of assumptions for each line of business are provided in Section III and in the Appendices. Projection detail for 100% of the business is provided in Appendix C; to reproduce the above table, the value shown in Appendix C should be multiplied by .8/.9 to adjust to 80% of the block and to Canadian dollars. Under the proposed reinsurance transaction, PLICC would transfer assets equal to initial reserve less ceding commission. Under the illustrated values at 13%, and since initial reserves are negative, this calculation equals C$(86.0) - C$(73.5), i.e. it results in a net transfer of assets from FRAC to PLICC of C$159.5 million. Discount Rates The actuarial appraisal values were developed using discount rates of 11%, 13%, and 15%. Table I illustrates the importance of the discount rate in the determination of the value of profits from the business. General Expense The unit expense assumptions were developed based on a combination of Primerica’s Internal pricing allowables for acquisition costs and maintenance costs, and reflect the anticipated reinsurance treaty allowances. Surplus Levels, Cost of Required Capital, and Risk Based Capital The approach used to project yearly profits underlying the present values reflects an assumption that all future earnings from inforce and new business are paid out as reported. Included in this calculation is provision for the minimum level of net worth required to continue favorable regulatory and rating agency treatment. The cost of retaining capital to support the ongoing insurance operations will depend on a) the level of capital believed necessary for the risks inherent in the insurance operations of PLICC and to achieve desired ratings from various rating agencies; and b) the differential between the rate of return realized on retained capital and a buyer’s desired rate of return for an acquisition. The cost of capital based on maintaining 240% MCCSR is provided for in Table I. The detailed factors used to develop projected MCCSR are summarized in Appendix A. - 3 - Milliman Income Taxes The actuarial appraisal values summarized in Table I have been adjusted for the effect of income taxes based on a 35% effective tax rate. Investments The projections reflect a new investment earnings rate on assets backing reserves of 4.95% in all years, based on current new money rates under PLICC’s target investment strategy. The 4.95% NIER is also in line with the book yield on PLICC’s portfolio, as shown in Appendix A. The investment yield on assets backing surplus is assumed to be 5.70% based on Primerica’s targets. Adjusted Book Value The Adjusted Book Value to PLICC as of June 30, 2009 was C$536.6 million, based on PLICC’s Canadian basis reported equity of C$533.2 million plus an after-tax mark-to-market on assets of C$3.3 million. - 4 - Milliman SECTION III Product Descriptions, Methodology and Actuarial Assumptions The table below summarizes the PFS Term insurance inforce as of June 30, 2009, along with a static validation of the model. PLICC PFS Term Business Static Validation As of June 30, 2009 (US$ in millions) Primerica Actual Model Policy Count 208,708 208,531 Direct Face Amount $83,518 $83,514 YRT Face Amount 14,331 14,331 Coinsurance Face Amount 727 727 Annualized Premium 215 215 Net Reserve $(1 )$(97 ) The model was projected for June 30, 2009 inforce based on seriatim data provided by PLICC. A detailed description of the model is provided in Appendix B as well as the detailed actuarial assumptions. Note that the model reserves for PLICC have been updated to reflect valuation assumptions expected to be made for yearend 2009 reserve purposes, as specified by PLICC, while the actual June 30, 2009 reserves do not yet reflect this change. The projections extend for a 30 year period beginning June 30, 2009. The projections include premiums, death claims, expense allowances and statutory reserves on a direct and net of third party reinsurance basis. The projected cash flows are developed on an annual basis. Summarized below is a dynamic validation of the main cashflow items for the term model. PLICC PFS Term Business Dynamic Validation As of June 30, 2009 (In millions of dollars) 7/1/2006-6/30/2006 7/1/2007-6/30/2008 7/1/2008-6/30/2009 Actual Model Actual Model Actual Model Insurance Amount $71,822 $78,722 $83.518 $83.514 Net Premiums $170.1 156.5 $184.1 171.1 196.3 188.3 Net Claims 47.4 49.9 54.9 56.9 52.8 64.6 Net Insurance Cash Flows $122.7 $106.5 $129.3 $114.2 $143.5 $123.8 Product Descriptions Primerica was an early leader in the U.S. term insurance market, and subsequently the Canadian term market, The inforce business consists almost entirely of level term insurance with level periods of 10 to 30 years. Other minor term insurance is summarized in Appendix B. The business includes several optional riders: child term riders (CTR), spouse riders, increasing benefit riders (IBR), and waiver of premium. The PFS Term policies inforce, other than the currently sold product, have exchange provisions which allow conversion to a recent plan without new underwriting, as described later in this section. - 5 - Milliman The following is a brief description of the product history and features. Term Base Policy The majority of the businesses consist of renewable 10, 15, 20, and 30 - year term insurance. The Eagle series was introduced in the early 1990’s. The Custom A, Custom B, Custom Plus and Custom IV were introduced in that order in the late 1990’s and early 2000’s. Prior to the introduction of Custom Advantage in 2007, the products had three underwriting classes: preferred, non-tobacco and tobacco. Custom Advantage, the only product that Primerica is currently selling, has an additional preferred plus underwriting class. The premium patterns vary by product, but typically remain level during the minimum of the initial level term period and a specified attained age. After the initial level term period, the premium steps up to a new level premium period. There may be one or several step - up premium periods, until the policy becomes annual renewable term at a specified age in the contract. The premium rates for each product series are unisex and vary by issue age, underwriting class and band. The premium bands are defined by the total face amount of the policy including riders and are as follows: Eagle, Custom A:$0-100k, $100-150k, $150-200k, $200-250k, $250-500k, $500k+ Eagle 2000:$0-100k, $100-150k, $150-200k, $200k+ Custom B:$0-150k, $150-250k, $250-350k, $350-500k, $500k+ Custom Plus, Custom Advantage:$0-150k, $150-250k, $250-500k, $500k+ Others:No Band Additionally, distribution summaries are provided in Appendix B. Child Rider A Child Rider may be added to any life policy. Each unit of this rider provides $1,000 of death benefit on any covered child (or children). If the primary insured dies, each child will be provided with $1,000 of term insurance per unit. There is no policy fee on the Child Rider. Premiums are $6.50 per unit for the rider, which covers all children of the primary insured. The rider expires on the policy expiration date or when the insured child reaches 25 years of age. Two children per policy has been assumed for policies that elect this rider. Spouse Riders Each product series offers a Spouse Rider which has the same rate as the base policy but for the spouse issue age and underwriting class. There is no policy fee on the Spouse Rider. The Spouse Rider amount is part of the total policy face amount for defining the band of each policy. The following table summarizes the amount of Spouse Rider inforce for the term block as of June 30, 2009. Spouse Riders Inforce As of June 30, 2009 ($ millions) Direct Face Amount $27,082 YRT Face Amount 4,888 Coinsurance Face Amount 177 Net Face Amount $22,017 - 6 - Milliman IBR The Increasing Benefit Rider (IBR) gives the policyholder the option to increase his or her face amount according to a specified schedule (either 5 or 10%) in policy years two through ten without undergoing additional underwriting. Each increase will have a separate premium rate according to the attained age, as specified in the rate book, which results in the total premium being the sum of the base policy premium plus each individual increase amount. The policyholder has the option to stop the face amount increases at any point, but is not allowed to re-start. The following summarizes the amount of IBR inforce for the term block as of June 30, 2009. IBR Inforce As of June 30, 2009 ($ millions) 5% Annual Increase 10% Annual Increase Total IBR Direct Face Amount $4,995 $2,668 $7,663 YRT Face Amount 1,870 180 2,050 Net Face Amount $3,124 $2,489 $5,613 Conversion Policies issued prior to the 2007 Custom Advantage Series may be exchanged at any time without evidence of insurability, to any plan available for conversion which is currently the Custom IV product with the same underwriting class available for exchange. The converted business is modeled with premiums based on the premium schedule of the plan that the policy is converted into. The mortality is based on the point in scale mortality rate from original issue date, mortality era and issue age. The vast majority of recent conversions have occurred at the end of the initial term period. The following table summarizes the amount of past end of term (EOT) conversions as of June 30, 2009. PLICC Term Business (EOT Converted Business) As of June 30, 2009 ($ in minions) Company Block Policy Count Inforce Amount Primerica Life — Canadian Business Direct 10,103 $2,584 Coinsurance Ceded 4,277 225 Net Primerica Life — Canadian Business $2,359 Future Conversion Future conversions are projected reflecting EOT conversions to the Custom IV product series, which is the product available for conversions. The conversion rate is based on a study from PLIC and PLICC of conversions using EOT policies from November 2006 to June 2009. Assumptions for the conversion rate, conversion product distribution and the level of converted face amount are consistent with recent experience. Future conversions other than EOT are treated as persisting policyholders for purposes of modeling. EOT conversions beginning in year 8 of the projection are assumed to be written in PLICC under the anticipated terms of the reinsurance agreement. Similarly, the reinsurance agreement gives PLICC a right to recapture EOT renewals beginning in year 8 of the projections, which are expected to be profitable. The determination of the ceding commission in Table I therefore does not include profits from new EOT conversions or new EOT renewals after year 7 of the projections. Waiver of Premium Rider Approximately 40% of the policyholders elect a waiver of premium rider. The rider charges account for approximately 2% of the total premium. - 7 - Milliman Canadian Seg Fund Business Primerica Canada sells segregated fund products called “Common Sense Funds”. The maturity date of a contract is at least 10 years from issue. There are guaranteed minimum death and maturity benefits equal to 75% of premiums paid, with no resets, ratchets or roll-up provisions. The investment strategy for these products is to invest a portion of each deposit into a strip bond which is expected to mature at the expiry of the contract for 75% of the deposit amount. Due to the product features and investment approach, no guarantee cost has been projected in our forecasts. No reserve or solvency capital requirement is forecasted, consistent with the company’s current practice consistent with regulatory guidelines. A Deferred Acquisition Cost (DAC) asset is forecasted for 1 st year commissions, which is assumed to be recoverable from future margins. The Seg Fund business will not be part of the reinsurance transaction, and therefore projections of this business have not been included in this report. Summary of Assumptions A description of the primary actuarial assumptions is provided below. Mortality PLIC and PLICC perform a very detailed mortality study annually. The study used for purposes of this analysis covered claim experience from 2001 up to December 31, 2008. The total claims in the study are $3.7 billion. The study tracks duration from original issue date only. Therefore, business which was converted to a new level term plan prior to June 30, 2009 would be treated as issued from its original date of underwriting and not from date of conversion. The mortality study includes most of the coverages of PLICC. It excludes business beyond the level term period, IBR, and certain coverages where the data is not available. A separate study is performed for coverages beyond the level term period. There are two primary underwriting (or mortality eras) for PLICC which are described as follows: •1992 — June 1999 Issues : In 1992 PLICC began underwriting with blood testing in order for a policy to qualify for the preferred class; as a result, the majority of cases were underwritten with blood testing. The blood testing indicator is not available in the data which is used for the mortality study, so the mortality study for this era combines the exposures for blood and non- blood tested policies. PLICC also switched to a tobacco/non-tobacco basis in this era. •July 1999 and Later Issues : The underwriting is the same as the previous mortality era, however the blood testing indicator is available in the data allowing the mortality study to analyze results on a blood tested and non blood tested basis. The mortality assumptions are based on our evaluation of the recent experience of PLICC, primarily through the company studies. The base mortality assumption is a multiple of the 1975-80 15 Year Select and Ultimate Table for each model cell. The multiple varies by mortality era, underwriting class, issue age and sex. For converted business, we have assumed point in scale mortality from the original issue date, mortality era and issue age. Additionally, annual mortality improvement of 1% for fifteen years is assumed. Mortality anti-selection according to the Dukes-MacDonald methodology is assumed for persisting policies (both renewals and conversions) after the initial level term period. Further detail on the mortality assumption is described in Appendix B. Lapse Rates The lapse assumption is based upon a persistency study using inforce amounts from December 31, 2005 to June 30, 2009 along with PLICC’s recent experience study and pricing assumptions. PLICC’s persistency studies show a consistent pattern for historical lapses from year to year for the term business. Lapse experience at the end of the initial level term period will depend on whether there is an ART or a level period following the current level term period. Additional lapses are assumed each time there is an increase in premium level after the initial level term period premium increase. Detailed lapse assumptions are described in Appendix B. - 8 - Milliman Expenses Unit expenses of U.S. $275 per policy for acquisition costs were developed based on Primerica’s pricing allowables. Maintenance unit costs of U.S. $42.50 per policy, plus 3% annual inflation, were based on target allowables. Canadian Reserves Canadian reserves have been calculated assuming reserves are calculated according to PLICC practices and assumptions for inforce business. Assumptions reflect changes currently anticipated by PLICC to be implemented by yearend 2009. - 9 - Milliman APPENDIX A Asset and Investment Assumptions Asset Portfolio as of June 30, 2009 Invested assets were provided on a seriatim basis, recognizing sinking fund provisions, call features, refinancing provisions, and anticipated levels of prepayments. The tables below summarize the asset portfolio by investment category. The assumption underlying the values in this report is that most of the asset portfolio can be distributed out of the Companies immediately, due to reserve financing and excess capital. Therefore, the portfolios have not been projected in detail. Instead, a 5.7% net investment earnings rate is assumed, based on the new money reinvestment strategy as well as the current market yield on the portfolios. PLICC Summary of Modeled Assets as of June 30, 2009 Coupon Book Market Par Book Market Rate Yield Yield Asset Class Value Value Value (AnnEff) (AnnEff) (AnnEff) PublicBond $375.9 $383.1 $395.4 5.43% 5.01% 3.77% PrivateBond 10.5 10.5 10.5 4.61 4.71 4.59 Government — — — — — — PreferredStock — — — — — — Passthrough — — — — — — ABS — — — — — — CMBS 55.0 55.0 47.7 4.88 4.86 5.98 CMO — — — — — — MortLoan — — — — — Total $441.4 $448.6 $453.7 5.34% 4.99% 4.02% Reinvestment Assumptions The strategy for the investment of net cash flow is summarized below. Spreads, shown in the following table, are consistent with corporate bond equivalent (semi-annual) yield. Net yields, after deduction of investment expenses and expected defaults, are shown on an annual effective basis. A- 1 Milliman Primerica Investment Strategy Summary As of June 30, 2009 Gross Gross Net Gross Yield Yield Investment Expected Yield Asset Class Allocation Maturity Treasury Spread (BEY) (AEY) Expenses Defaults (AEY) Public Bond, A 8.18 % 5 2.54 % 2.48 % 5.02 % 5.08 % 0.075 % 0.15 % 4.86 % Public Bond, BBB 7.11 5 2.54 3.25 5.79 5.87 0.075 0.34 5.46 Public Bond, BB 2.49 5 2.54 6.12 8.66 8.84 0.075 1.23 7.54 Public Bond, A 9.40 10 3.53 2.44 5.97 6.06 0.075 0.15 5.83 Public Bond, BBB 8.18 10 3.53 3.18 6.71 6.82 0.075 0.34 6.41 Public Bond, BB 3.73 10 3.53 5.98 9.51 9.74 0.075 1.23 8.43 Public Bond, A 2.86 20 4.30 2.30 6.60 6.71 0.075 0.15 6.49 Public Bond, BBB 2.49 20 4.30 3.10 7.40 7.54 0.075 0.34 7.12 Private Bond, A 3.33 5 2.54 2.73 5.27 5.34 0.075 0.15 5.11 Private Bond, BBB 3.33 5 2.54 3.55 6.09 6.18 0.075 0.34 5.77 Private Bond, A 5.56 10 3.53 2.69 6.22 6.31 0.075 0.15 6.09 Private Bond, BBB 5.56 10 3.53 3.48 7.01 7.13 0.075 0.34 6.72 Private Bond, A 2.22 20 4.30 2.55 6.85 6.97 0.075 0.15 6.75 Private Bond, BBB 2.22 20 4.30 3.4 0 7.70 7.85 0.075 0.34 7.43 ABS, AAA 4.44 7 3.19 3.12 6.31 6.41 0.075 0.01 6.32 ABS, AAA 1.11 30 4.32 1.99 6.31 6.41 0.075 0.01 6.32 CMBS, AAA 0.00 30 4.32 6.53 10.85 11.14 0.075 0.01 11.06 CMO, AAA 3.36 15 3.92 0.28 4.19 4.23 0.075 0.01 4.15 CMO, AAA 10.08 30 4.32 0.28 4.60 4.65 0.075 0.01 4.56 Passthrough, AAA 2.87 15 3.92 0.67 4.58 4.63 0.075 0.01 4.55 Passthrough, AAA 11.47 30 4.32 0.26 4.58 4.63 0.075 0.01 4.55 Total 100.00 % 14.5 3.55 % 2.37 % 5.92 % 6.02 % 0.075 % 0.23 % 5.71 % For purposes of this analysis, the new money rate for U.S. business was assumed to be 5.70%. The yield on assets backing Primerica Canada general account liabilities was assumed to be 75 bp below the U.S. yields, producing an NIER of 4.95%. Default Cost Annual default costs are based on Moody’s Data, covering the period from 1920 through 2008. Quality Default Cost Aaa 0.01% Aa1 0.02% Aa2 0.04 Aa3 0.09 A1 0.09% A2 0.17 A3 0.22 Baal 0.23% Baa2 0.36 Baa3 0.46 Bal 0.88% Ba2 1.42 Ba3 1.97 B1 2.21% B2 2.66 B3 2.83 Caa-C 4.63% A- 2 Milliman Investment Expenses Investment expenses of 7.5 basis points are included. Treasury Yield Curve (Corporate Bond Equivalent) The projections are based on the constant maturity Treasury yield curve as of June 30, 2009. Yield Curves 30-Jun-2009 Maturity Constant Maturity Treasury Corporate A-Rated 90-day 0.19% 0.79% 1 year 0.56 1.61 2 year 1.11 3.38 3 year 1.64 3.98 5 year 2.54 5.02 7 year 3.19 5.64 10 year 3.53 5.97 20 year 4.30 6.60 30 year 4.32 5.98 The capital requirement for Primerica Canada is based on MCCSR requirements, as follows: MCCSR Factors: Primerica Canada (100% Level) Risk Component Base Factor C-1, C-3 Liabilities 0.000% C-2 Net Amount at Risk (Net) 0.156% The cost of capital calculation is based on the cost of retaining capital to support the liabilities of Primerica, assuming earnings on capital at the after-tax annual effective rate of 3.2%. A- 3 Milliman APPENDIX B Liability Models and Assumptions Model of Term Business The following tables summarize the model inforce for the term life business as of June 30, 2009 based on seriatim data provided by the Company. The inforce amounts summarized below are from the seriatim extracts. There are minor differences due to reporting timing from the seriatim extract to the actual booked amounts as of June 30, 2009 which is summarized at the beginning of Section IV. Inforce for Company and Model Plan As of June 30, 2009 ($ in millions) Modeled YRT Model Plan Issue Policy Death Rein Coinsurance Stat Base Tax Grass Company Plan Description Age Range Count Benefit Amount Amount Reserve Reserve Premium Primerica - TCHD ChildRider — 2 $1,681 — — N/A N/A $6 Canadian TRML DecrTerm to 65 28-68 283 18 $— $6 N/A N/A 0 Business TRMM CSTT-95 23-58 603 71 — 20 N/A N/A 1 TRMN CSTT-90 23-63 5,185 750 — 261 N/A N/A 4 TRMO Jumbo10Rider 28-53 — 177 — 24 N/A N/A 1 TRMP BandedCST 23-63 10,608 2,784 — 170 N/A N/A 8 TRMQ Eagle 23-53 18,654 6,076 — 12 N/A N/A 19 TRMR T-2000 18-63 4,325 1,220 — 0 N/A N/A 3 TRMS CustomA 23-53 11,276 4,590 7 3 N/A N/A 13 TRMT CustomB 23-65 16,565 7,734 3,880 10 N/A N/A 19 TRMU CustomPlus 23-68 20,163 9,731 7,823 13 N/A N/A 23 TRMV CustomlV 18-68 78,386 31,819 2,621 214 N/A N/A 81 TRMW CustomAdvantage 18-68 42,658 16,874 — — N/A N/A 40 Total Primerica • Canadian Business 208,708 $83,525 $14,331 $731 — $218 The model reflects quinquennial issue ages, sex, underwriting class and face bands. B- 1 Milliman EOT Conversion The table on the previous page reflects all business, including end of term (EOT) conversions. As of June 30, 2009, the EOT converted business in the term life block is as follows: Past Conversion — EOT As of June 30, 2009 ($ in millions) YRT Model Policy Death Rein Coinsurance Stat Base Tax Grass Company Plan Plan Description Count Benefit Amount Amount Reserve Reserve Premium Primerica - TCHD Child Rider — $42 — — $— $— $— Canadian TRML Deer Term to 65 $37 1 — $— — — — Business TRMM CST T-95 15 1 — — — — — TRMN CST T-90 — — — — — — — TRMO Jumbo 10 Rider — — — — — — — TRMP Banded CST 4 1 — — — — — TRMQ Eagle 2 — — — — — — TRMR T-2000 — — — — — — — TRMS Custom A 14 3 — — — — — TRMT Custom B 143 29 — 5 — — — TRMU Custom Plus 541 142 — 11 2 2 1 TRMV Custom IV 8,845 2,218 — 208 10 10 11 TRMW Custom Advantage 502 147 — — — — 1 Total Primerica - Canadian Business $10,103 $2,584 — $225 $13 $13 $13 Distribution of the Inforce Distribution for the term life block by key characteristics are summarized below. Primerica - Canadian Business Inforce for Company and Model Term Period As of June 30, 2009 ($ in millions) Death YRT Rein Coinsurance Net Death Term Period Benefit Amount Amount Benefit 5 Year $1,227.3 — $1.3 $1,226.1 10 Year 14,354.8 $2,723.3 179.6 11,451.9 15 Year 8,120.7 1,767.4 26.7 6,326.6 20 Year 31,945.8 5,215.7 513.3 26,216.7 25 Year 12,457.8 3,893.4 2.1 8,562.3 30 Year 9,284.8 677.9 2.2 8,604.7 35 Year 4,434.7 53.3 — 4,381.4 Deer to Age 65 14.6 0.1 6.2 8.3 15 Year Deer 3.4 0.2 — 3.2 Child Rider 1.681.1 — — 1,681.1 Total Canada $83,525.1 $14,331.3 $731.5 $68,462.3 B- 2 Milliman Primerica - Canadian Business Inforce for Company and Model Issue Ages As of June 30, 2009 ($ in millions) Model Issue Ages Death Benefit YRT Rein Amount Coinsurance Amount Net Death Benefit Child Rider $1,681.1 — — $1,681.1 18 169.5 — — 169.5 23 5,717.6 $930.2 $37.9 4,749.5 28 15,799.5 2,597.8 135.7 13,066.1 33 20,135.0 3,448.8 156.9 16,529.3 38 17,008.3 3,341.5 107.6 13,559.3 43 11,496.9 2,227.1 68.6 9,201.2 48 6,441.6 1,109.9 79.4 5,252.3 53 3,225.5 497.8 72.1 2,655.5 58 1,356.2 134.1 50.3 1,171.8 63 417.4 36.9 17.1 363.4 68 76.4 7.3 5.8 63.3 Total Canada $83,525.1 $14,331.3 $731.5 $68,462.3 Primerica - Canadian Business Inforce for Company and Model Term Period As of June 30, 2009 ($ in millions) Term Period Model Smoking Class Death Benefit YRT Rein Amount Coinsurance Amount Net Death Benefit Pre Super Preferred NS $10.1 — — $10.1 1/1/92 Preferred NS 1,007.1 — $174.5 832.7 Standard NS 2,507.5 — 467.6 2,039.9 Smoker 406.2 — 73.6 332.6 Child Rider 77.0 — — 77.0 Pre Super Preferred NS $27.7 — — $27.7 7/1/99 Preferred NS 3.891.7 — $1.5 3,890.2 Standard NS 9,310.5 — 3.1 9,307.4 Smoker 1,768.9 — 0.3 1,768.6 Child Rider 304.9 — — 304.9 Post Blood Tested Super Preferred NS $2,733.2 — — $2,733.2 7/1/99 Blood Tested Preferred NS 16,260.3 $4,229.0 $3.0 12,028.3 Blood Tested Standard NS 19,488.0 4,371.8 1.5 15,114.6 Blood Tested Smoker 2,724.9 435.4 0.1 2,289.4 Non-Blood Tested Standard NS 16,772.6 4,249.4 5.7 12,517.5 Non-Blood Tested Smoker 4,935.4 1,045.7 0.7 3,889.0 Child Rider 1,299.3 — — 1,299.3 Total Canada $83,525.1 $14,331.3 $731.5 $68,462.3 B- 3 Milliman Primerica - Canadian Business Inforce for Company and Model Issue Years As of June 30, 2009 ($ in millions) Model Issue Years Death Benefit YRT Rein Amount Coinsurance Amount Net Death Benefit 1986 $7.5 — $2.2 $5.2 1987 37.5 — 9.4 28.2 1988 86.8 — 34.4 52.3 1989 474.6 — 208.0 266.6 1990 1,355.3 — 205.2 1,150.1 1991 1,046.4 — 16.6 1,029.8 1992 1,109.0 — 6.8 1,102.2 1993 1,221.1 — 4.2 1,216.8 1994 1,510.8 — 2.3 1,508.4 1995 1,571.7 — 1.4 1,570.3 1996 1,661.6 — 0.9 1,660.7 1997 1,806.0 — 1.0 1,805.1 1998 2,423.4 — 1.4 2,422.0 1999 3,028.0 — 2.3 3,025.7 2000 3,929.3 $1,918.2 6.5 2,004.7 2001 4,243.6 3,160.4 5.3 1,077.9 2002 5,111.9 3,893.9 7.0 1,211.0 2003 5,727.7 4,531.2 5.2 1,191.3 2004 6,837.9 215.2 9.8 6,612.8 2005 6,832.3 169.0 8.2 6,655.1 2006 7,773.0 200.5 16.4 7,556.1 2007 8,856.0 185.6 33.9 8,636.6 2008 11,451.6 39.0 85.4 11,327.2 2009 5,422.2 18.5 57.6 5,346.1 Total Canada $83,525.1 $14,331.3 $731.5 $68,462.3 Inforce for Company and Face Amount Per Life As of June 30, 2009 ($ in millions) Size Death Benefit YRT Rein Amount Coinsurance Amount Net Death Benefit $0 - $100k $7,456 $676 $305 $6,475 $100k-$250k 27,938 4,341 325 23,272 $250k-$500k 35,430 6,301 88 29,041 $500k-$750k 8,913 1,921 7 6,986 $750k-$1M 2,523 675 5 1,843 $1M-$1.5M 918 269 2 647 $1.5M-$2M 209 87 — 122 $2M-$2.5M 60 24 — 36 $2.5M-$3M 19 7 — 12 $3M-$3.5M 7 — — 7 $3.5M-$4M 24 15 — 9 Above $4M 29 14 — 14 Total Company $83,525 $14,331 $731 $68,462 B- 4 Milliman Actuarial Assumptions Mortality A.Mortality Table The assumed mortality is based on the 15 year SOA 75-80 S&U ANB table, except the Child Rider plan which is based on the Ultimate 75-80 ANB table. B.Mortality Scaling Factors i,Class Specific Canada % of the 75-80- 15 Year S&U Table 100% of Ultimate Table for Child Rider Era 1 Prior to 1992 Era 2 1/1/1992 to 6/30/1999 Era 3 7/1/1999 + (3 Class ) Excluding Custom Advantage Blood Tested Non-Blood Tested PNS SNS SM PNS SNS SM PNS SNS SM SNS SM M F M F M F M F M F M F M F M F M F M F M F 18-28 35% 40% 35% 45% 55% 75% 35% 40% 35% 45% 55% 75% 35% 35% 40% 40% 40% 55% 30% 55% 40% 55% 33-48 40 45 45 55 65 90 40 45 45 55 65 90 30 40 30 45 65 65 35 50 65 65 53+ 40 45 45 55 120 120 40 45 45 55 120 120 30 35 35 45 130 130 55 60 130 150 Multiples to the above: A.Certain smoker class policyholders in the mortality study are considered nonsmoker in the seriatim file for premium purposes . The smoker and SNS mortality rates are increased by the following to adjust for this discrepancy. SM/SNS Prior to 92 103% 1/1/92 to 6/30/99 102 7/1/99+ 101 B.Since the mortality study was based on the data with historical exposures without mortality improvement, an additional multiple (0.99) ^ 2.5 is applied to reflect mortality improvement between mid-point of the study years and the start of the projection. ii.First Year Adjustment 120% iii.Substandard 101.6% applied to all policies to reflect weighted average table weighting. iv.Custom Advantage has a new “preferred plus” underwriting class. The mortality factors for Custom Advantage are based on the factors of 3 class policies after July 1, 1999, with the following adjustments: Preferred Plus :95.2% of PNS Non Smoker Preferred :105.8% of PNS Non Smoker Standard :100% of SNS Non - Smoker Standard :100% of SM Smoker C.Mortality Improvement 1% for 15 years from the beginning of the projection D.Mortality Anti-Selection Mortality anti-selection on level premium term products after the initial level term period was reflected based on the assumption that the high level of expected lapse at the end of the level premium period will include a disproportionate share of healthy lives resulting in increased mortality for the remaining lives. We calculated the impact of this anticipated mortality anti- selection using “Dukes/MacDonald theory” with an assumption that 80% of lapses in excess of a base lapse rate of 10% exhibit newly select mortality. Sample mortality anti-selection multiples are shown below for an original issue age 43 non-smoker, with an initial shock lapse of 30% for a 10 year plan and 40% for a 20 year plan. B- 5 Milliman Issue Age 45 Year After Level Premium Period 10 Year Plan 15 Year Plan 1 122% 131% 2 119 128 5 115 120 10 110 116 15 107 107 A scalar of 110% grading to 100% over fifteen years is applied on subsequent premium increases due to renewal or due to an initial increase going to ART. Lapses A.Lapse experience varies by whether or not a policy is an EOT conversion. Base lapse rates in the level term period for the non-converted and the non-EOT converted policies are shown in the table below. Level Term (Excluding EOT Converted ) Blood Tested Non-Blood Tasted Policy Year Child Rider PNT SNT SM SNT SM 18-28 33-48 53+ 18-28 33-48 53+ 18-28 33-48 53+ 18-28 33-48 53+ 18-28 33-48 53+ 1 13% 10% 7% 6% 12% 11% 10% 20% 16% 15% 16% 13% 8% 24% 17% 14% 2 10 9 6 6 11 9 8 17 12 12 13 10 7 18 15 12 3 7 8 6 5 9 7 7 12 10 10 11 8 7 13 12 9 4 6 6 4 3 8 6 5 10 9 9 9 7 6 11 9 8 5 5 5 3 3 6 5 4 8 7 7 8 6 5 10 7 7 6 4 4 3 3 5 4 4 6 5 5 6 5 5 8 5 5 7 3 4 3 3 4 4 4 5 4 4 5 4 4 7 4 4 8 3 3 3 3 4 4 4 4 4 4 4 4 4 6 4 4 9 3 3 3 3 3 3 3 3 3 3 3 3 3 5 4 4 10 2.5 2.5 2.5 2.5 3 3 3 3 3 3 3 3 3 4 4 4 11 2.5 2.5 2.5 2.5 3 3 3 3 3 3 3 3 3 3 3 3 12 2.5 2.5 2.5 2.5 2.5 2.5 2.5 3 3 3 2.5 2.5 2.5 3 3 3 13 2.5 2.5 2.5 2.5 2.5 2.5 2.5 3 3 3 2.5 2.5 2.5 3 3 3 14 2.5 2.5 2.5 2.5 2.5 2.5 2.5 3 3 3 2.5 2.5 2.5 3 3 3 15+ 2 2 2 2 2 2 2 3 3 3 2 2 2 3 3 3 Base lapse rates for the EOT converted policies are the same as the above, but no higher than 5%. B.Lapse and Conversion at the end of initial Level Term Period (LTP). Conversion rates at the end of the initial level term period are shown below, for all products except Custom Advantage. End of Term (EOT) Conversion Rate Level Term Period Rate 10 50% 15 50 20 50 25 40 30 30 35 30 Other — No future conversions are assumed for Custom Advantage since it does not have the conversion provision in the contract. No future conversions are assumed for policies that are beyond attained age 70 at the end of the level term period. B- 6 Milliman The lapse rates after the end of term are summarized in the following table, depending on whether ART period follows the original level term period. Renewals are not projected for 25, 30, or 35- year term business. EOT Lapse Rates ( % of exposure before conversion) Non-ART ART Level Term Period (t) Level Term Period 10 15 20 25 30 35 Other 10 15 20 25 30 35 Other T 28% 30% 35% 60% 65% 70% 100% 28% 30% 35% 60% 65% 70% 100% t+1 12 12 12 20 20 20 t+2 12 12 12 15 15 15 t+3 10 10 10 15 15 15 t+4 7 7 7 15 15 15 t+5 5 5 5 15 15 15 EOT lapse rates and conversion rates are additive. For example, the total termination rate at the end of a 20-year level term period is 85%. Lapse rates at the end of the level term period on Custom Advantage are shown below. Custom Advantage Non ART ART 10-20 25-30 10-20 25-30 t 60% 100% 60% 100% t+1 25 50 t+2 10 25 t+3 10 15 t+4 5 15 The shock lapse and conversion is assumed at the end of the current level term period immediately before the renewal period begins. C.20% additional lapse is assumed each time there is an increase in premium level after the initial LTP premium increase. If in an ART renewal period, then the 20% is only at the start of the ART period. D.Lapse following an ART schedule excluding the end of the initial term period are 20% in the first year followed by 15% throughout. E.115%, 105% and 100% of the base lapses is assumed in the first, second and third, respectively, and there after to reflect the deterioration of the lapse observed from 2008 and early 2009 experience which management believes is due to the economy and only temporary. Expenses The following expenses are assumed. A.Maintenance: $42.5 B.Inflation: 3% C.Premium Tax: 3% D.Acquisition: $275 New Issue $60 New Conversion B- 7 Milliman Commissions All commissions are paid on cash premium excluding policy fees. Commission for Advance (75% of net) -1 st Year (Paid Immediately) Custom Advantage Other LTP 10 15, 20 25, 30, 35 All Band 1-2 3 4 1 2 3 4 1-4 All 18-25 67.3% 67.3% 56.1% 82.7% 82.7% 82.7% 71.5% 82.7% 91.5% 26-40 67.3 67.3 56.1 91.3 91.3 91.3 80.1 91.3 91.5 41-45 67.3 56.1 44.8 91.3 80.1 80.1 68.8 91.3 91.5 46-50 67.3 44.8 37.3 91.3 72.6 68.8 61.3 — 91.5 51-60 67.3 41.1 37.3 91.3 65.1 65.1 61.3 — 91.5 61-70 67.3 37.3 37.3 75.9 68.4 68.4 68.4 — 91.5 Modal Commission (25% of net) -1 st Year Only” Custom Advantage Other LTP 10 15, 20 25, 30, 35 All Band 1-2 3 4 1 2 3 4 1-4 All 18-25 22.4% 22.4% 18.7% 27.6% 27.6% 27.6% 23.8% 27.6% 30.5% 26-40 22.4 22.4 18.7 30.4 30.4 30.4 26.7 30.4 30.5 41-45 22.4 18.7 14.9 30.4 26.7 26.7 22.9 30.4 30.5 46-50 22.4 14.9 12.4 30.4 24.2 22.9 20.4 — 30.5 51-60 22.4 13.7 12.4 30.4 21.7 21.7 20.4 — 30.5 61-70 22.4 12.4 12.4 25.3 22.8 22.8 22.8 — 30.5 *Modal commissions are paid only at months of 10,11 and 12 within the first issue year. Bonus Advanced -1 st Year Only (Paid Immediately) Custom Advantage Other LTP 10 15, 20 25, 30, 35 All Band 1-2 3 4 1 2 3 4 1-4 All 18-25 52.9% 52.9% 52.9% 49.8% 49.8% 49.8% 49.8% 49.8% 56.3% 26-40 52.9 52.9 52.9 52.9 52.9 52.9 52.9 52.9 56.3 41-45 52.9 52.9 52.9 52.9 52.9 52.9 52.9 52.9 56.3 46-50 52.9 52.9 52.9 52.9 52.9 52.9 52.9 — 56.3 51-60 52.9 52.9 52.9 52.9 52.9 52.9 52.9 — 56.3 61-70 52.9 52.9 52.9 44.6 44.6 44.6 44.6 — 56.3 The companies have charge-back provisions on the base commission on a declining scale for lapses during the first ten months, which have not been reflected in the modeling. IBR Commissions •Percent of Increased premium resulting from the IBR face amount increase, not total rider premium. •No Bonus •Percentage of cash premium (increased amount) IA 18-25 75% 26+ 90% Commission on Conversion 63% of first year modal premium, of which 52% is paid at issue and 11% is paid at months 10-12 of the first issue year. B- 8 Milliman Reserve Basis For inforce business, reserves are modeled using the basis described in the 2008 Report of the Appointed Actuary. For the 2009 valuation, the Appointed Actuary has revised his expected mortality basis, from 66% of the pricing table to 60% of the pricing table. That change has also been reflected in the model reserves. For new business, reserves are modeled based on the forecast assumptions in this report, with margins for adverse deviations consistent with those in the 2008 Report of the Appointed Actuary. Reinsurance Reinsurance on the inforce business is ceded on both a coinsurance and YRT basis. Beginning in 1994, Primerica has ceded its business primarily on an YRT basis so almost all coinsurance amounts on issues after 1994 are a result of past conversions. Coinsurance exists primarily from business written in the 1980s. The following summarizes the general reinsurance terms. Coinsurance Allowances Common Sense Term Issued Prior to 1/1/88: PNS: 2.5% SNS: 32.5 SM: 37.5 Issued in 1988-1990: 12.5% Issued in 1990+: IY 1-20 16% 21+ 12.5 DT65 1A 0-49 IA 41-49 IA 50+ Issued Prior to 1/1/90: PNS 13.8% 8.5% 8.5% SNS 18.8 1.5 10.5 SM 23.8 21.3 21.3 Issued 1//1/90+: PNS 17.3 12.0 12.0 SNS 22.3 18.5 14.0 SM 27.3 24.8 24.8 Jumbo Term Rider 0 . 10 % Banded CST 19.5% Eagle 10 LTP Original IY 20 LTP 15 LTP 1-10 15+ <1990 20.0% 12.5% 5.0% 12.5% 1/1/90 - 6/30/91 25.0 12.5 5.0 12.5 7/1/91+ 26.5 12.5 5.0 12.5 T2000 (Converted policy) Base:31.0% (weighted average for Record/Policy Count) Spouse:20.0% B- 9 Milliman Custom Series (converted policy) LTP 10 15 20 25 30 Custom A. Custom B, and Custom Plus 5% 12.5% 20% 20% 20% YRT Reinsurance YRT treaty terms are listed below. All YRT premium rates except for Custom Advantage are increased by 103.5% to account for the special pool arrangement where it is assumed to have 7% overall coverage at a 50% additional premium. Additional YRT premium on substandard policies reflects an overall factor of 101.6%, adjusted by a substandard allowance of 90% for the first policy year and 15% thereafter. Finally, the SNS and SM rates are increased by an additional amount consistent with the mortality assumption increase to account for discrepancies from the actual class for reinsurance versus the class on the seriatim file. The YRT rates are as follows: Canadian Reinsurance - YRT Rates Percentage of CIA 86-92 Table ERA 1 ERA 2 ERA 3 ERA 4 Custom Tested Non-Tested Tested Non-Tested Tested Non-Tested Tested Non-Tested Advantage M PNT 52.5% 55.2% 53.0% 53.0% 52.1% 52.1% 46.0% 46.0% M SNT 77.1 80.4 77.4 80.3 76.4 80.1 73.0 86.0 M Tobacco 76.8 80.3 76.8 79.9 78.0 82.0 79.0 93.0 F PNT 54.9 54.9 55.2 55.2 55.0 55.0 46.0 46.0 F SNT 78.8 82.0 79.2 82.1 78.7 82.4 73.0 86.0 N/A F Tobacco 77.1 80.6 76.6 79.7 77.8 81.8 79.0 93.0 Quota-share % 80% 90% 70% 100% Excess N N N Y. $500K per life First Dollar Y Y Y N Issue Dates 4/1/00-12/31/00 1/1/01-8/31/03 9/1/03-12/31/03 1/1/04+ New business in Canada does not have any reinsurance. Reinsurance on new business in the U.S. is assumed to be recaptured at the end of the level period, when the reinsurers generally have the option to increase YRT rates. B- 10 Milliman APPENDIX C Detailed Statutory Income Projections (in US dollars) Line of Business Page Business Inforce as of June 30, 2009: 100% of Inforce • Canada - Net (Before New Conversions)C-2 • Canada New Conversions - Net C-5 C- 1 Milliman C- 2 Milliman C- 3 Milliman C- 4 Milliman C- 5 Milliman C- 6 Milliman C- 7 Milliman Exhibit VIII Investment Guidelines [See attached] The assets held in the Reinsurance Trust Account will be invested in highly rated assets permitted by the agreed upon Investment Guidelines. The Investment Guidelines will contain concentration limits, and with respect to the Reinsurance Trust Account, such assets will comply with OSFI's requirements under the Reinsurance Trust Agreement The Reinsurer will appoint either a third-party investment manager or a Citigroup affiliate, pursuant to an investment management agreement with respect to the management of assets held in the Reinsurance Trust Account. VIII-1 1540579.6A-New York Server 7A - MSW Financial Reassurance Company 2010, Ltd Primerica Life Insurance Company of Canada Trust Account, Account Number [ ] Investment Portfolio Guidelines AS of March 3, 2010 FINANCIAL REASSURANCE COMPANY 2010, LTD PRIMERICA LIFE INSURANCE COMPANY OF CANADA TRUST ACCOUNT, ACCOUNT NUMBER [ ] INVESTMENT PORTFOLIO GUIDELINES A.ELIGIBLE INVESTMENTS The Managed Portfolio (as identified in Exhibit II hereto) was established in accordance with the terms of a trust agreement among Primerica Life Insurance Company of Canada (“PLICC”), Financial Reassurance Company 2010, Ltd (“FRAC”), RBC Dexia Investor Services Trust and the Office of the Superintendent of Financial Institutions, Canada (“OSFI”). The Managed Portfolio may be invested in the following “ Eligible Investments ”. Any exceptions to the following list of Eligible Investments must be pre-approved by the persons set forth in Exhibit I (jointly, the “Approvers”) and OSFI. All Eligible Investments will be managed in compliance with all relevant laws and regulations in order to allow PLICC to receive full financial statement credit from OSFI for the reinsurance under the coinsurance agreement dated [ ], 2010, by and between PLICC and FRAC. A.I.Investment Securities The Investment Adviser is hereby authorized to approve purchases of the following securities (“Investment Securities”) payable in Canadian currency in accordance with the Portfolio Restrictions: a.Canadian Treasury obligations; b.Canadian Provincial obligations; and c.Any other obligations directly issued or guaranteed by the Canadian Government or any Canadian Province. A.II.Money Market Securities The Investment Adviser is hereby authorized to approve purchases of the following money market securities in accordance with the Portfolio Restrictions: •Short term Canadian Treasury and Provincial obligations without limitation; B.INVESTMENT AUTHORITIES B.I.Ratings All securities must be rated at least A3 by Moody’s Investors Service, A by Dominion Bond Rating Service (DBRS) or A- by Standard & Poor’s at the time of initial purchase. The average portfolio rating should be maintained at least at A1 by Moody’s, A by DBRS or A+ by Standard & Poor’s. If the security is unrated by these services, the rating assigned by the Investment Advisor will be used, with advanced approval of the Approvers and OSFI. B.II.Trading Authority The Investment Adviser is hereby authorized to execute the purchase of Eligible Investments conforming to the Portfolio Restrictions and any sales of such investments. The Chief Financial Officer of FRAC authorizes the investment manager to reinvest maturities and new monies within the Investment Guidelines described herein. Any guidelines in this Operating Policy or the Portfolio Guidelines will be reviewed periodically at the discretion of the portfolio manager appointed to the Managed Portfolio by the Investment Adviser with any proposed changes to be approved by the Approvers before implementation. C.INVESTMENT COMMITTEE The Investment Committee shall review and approve the investment results of the Managed Portfolio, investment policies and strategies. The members of the Investment Committee may be changed from time to time by the Board of Directors of FRAC. AS of March 3, 2010 D.PORTFOLIO RESTRICTIONS 1.Affiliated Issuers PLICC, FRAC the Investment Adviser or any of their parents, affiliates or subsidiaries that issue common stock and debt instruments where the credit is either PLICC, FRAC or the Investment Adviser, respectively, or a parent, affiliate or subsidiary of either may not be purchased. 2.Money Market Securities Money Market Securities will not exceed a maturity of one year. 3.Canadian Investment Grade Corporate Securities Investments in Canadian corporate investments are not permitted. 4.ABS and CMBS Securities Investments in ABS and CMBS investments are not permitted. 5.Investment in Foreign Issuers Investments in securities issued by entities organized in a jurisdiction other than Canada are not permitted. AS of March 3, 2010 EXHIBIT I Approvers (Joint) (1) Investment Committee Mark Mason Reza Shah Francis Genesi (2) Clti Holdings Treasurer Designee Peter Mozer (3) Senior Risk Manager Alfredo Schonbom (4) PLICC Designee John Adams AS of March 3, 2010 EXHIBIT II Managed Portfolio Primerica Life Insurance Company of Canada Trust Account, Account number [ ]. AS of March 3, 2010 - 25 - SCHEDULE “B” TO THE REINSURANCE SECURITY AGREEMENT DATED AS OF THE 31 ST DAY OF DECEMBER, 2011 NOTICE OF EXCLUSIVE CONTROL TO: RBC DEXIA INVESTOR SERVICES TRUST (the “Custodian” ) AND TO: FINANCIAL REASSURANCE COMPANY 2010, LTD. (the “Pledgor” ) RE: Reinsurance Security Agreement made as of December 31, 2011 among Primerica Life Insurance Company of Canada (the “Secured Party” ), the Pledgor and the Custodian (as the same may be amended or modified from time to time, the “Reinsurance Security Agreement” ) as it relates to Account No. 110335034 (the “Account” ) The Secured Party hereby provides notice to the Custodian to, in accordance with the Reinsurance Security Agreement, act only upon the written instructions, advice, directions, elections, agreements, opinions, waivers, approvals and demands of the Secured Party and any receiver or agent having jurisdiction over the Securities Account which is appointed by the Secured Party (or any court of competent jurisdiction). The Custodian shall not, hereafter, comply with any Entitlement Orders (as defined in the Reinsurance Security Agreement) issued by the Pledgor or any person acting on behalf of the Pledgor. For the purposes of Section 27.8 of the Reinsurance Security Agreement, the following persons are authorized to represent the Secured Party in dealing with the Custodian and true copies of their signatures appear opposite their name: NAME TITLE SIGNATURE This Notice shall terminate only upon written notice from the Secured Party to the Custodian of such termination. DATED this day of , 20_. PRIMERICA LIFE INSURANCE COMPANY OF CANADA By: Name: Title: By: Name: Title: 12519155.10 Legal*6759570.3 TA17132 Dec 2011 SCHEDULE “C” TO THE REINSURANCE SECURITY AGREEMENT DATED AS OF THE 31 ST DAY OF DECEMBER, 2011 SECURITIES ACCOUNT 110335034 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 2 - SCHEDULE “D” TO THE REINSURANCE SECURITY AGREEMENT DATED AS OF THE 31 ST DAY OF DECEMBER, 2011 CERTIFICATE OF AUTHORIZED SIGNATORIES (“C.O.A.S.”) 12519155.10 Legal*6759570.3 TA17132 Dec 2011 - 3 - INSERT FORM OF C.O.A.S. HERE 12519155.10 Legal*6759570.3 TA17132 Dec 2011 CERTIFICATE OF AUTHORIZED SIGNATORIES (including Category Guide) CLIENT NAME: FINANCIAL REASSURANCE COMPANY 2010, LTD ACCOUNT NUMBER(S) (the “Account(s)”): The Undersigned hereby authorizes the following person(s) (herein called “Authorized Person(s)”) to direct RBC Dexia Investor Services Trust (“RBC Dexia”) with respect to certain categories (Column E) of activities requiring authorization for said Account (see Category Guide for a list of categories of activities requiring authorization or Direction). D. IS PERSON IN (A) AN EMPLOYEE OF UNDERSIGNED? A. NAME B. TITLE C. SPECIMEN SIGNATURE YES NO IF “NO”. NAME OF COMPANY / ORGANIZATION and RELATIONSHIP TO UNDERSIGNED E. CATEGORY REZA SHAH DIRECTOR Illegible ✓ CITIGROUP INC 1-8 FRANCIS GENESI DIRECTOR Illegible ✓ CITGROUP INC 1-8 DAVID PICKERING DIRECTOR Illegible ✓ IAS 1-8 DAVID EZEKIEL DIRECTOR Illegible ✓ IAS 2-8 DAVID SYKES DIRECTOR Illegible ✓ IAS 2-8 DAVID ALEXANDER DIRECTOR Illegible ✓ IAS 2-8 NICK.WARREN DIRECTOR Illegible ✓ IAS 2-8 All authorizations and Directions provided to RBC Dexia must be signed by the appropriate number of Authorized Persons indicated in the Category Guide. COAS is not valid if the Category Guide is not completed and attached. The Undersigned hereby confirms that RBC Dexia is fully protected in acting upon any instrument, certificate, direction or other writing (whether in written form or given by * electronic transmission) presented to it and signed by the appropriate number of Authorized Persons (whether or not such Authorized Person is an employee of the Undersigned). The Undersigned also hereby assumes responsibility to review this Certificate from time to time as required and to provide RBC Dexia with a new Certificate if changes are made. Unless RBC Dexia receives a new Certificate, the Undersigned acknowledges and agrees that RBC Dexia may rely conclusively on the last Certificate filed with them. This Certificate replaces and supersedes any previously filed Certificate and becomes effective on the date RBC Dexia receives it. This Certificate shall remain in full force and effect until the Undersigned pro RBC Dexia with a new Certificate to replace it. Signed in the City of New York on this 9 th day of March , 2010 CERTIFIED ON BEHALF OF FINANCIAL REASSURANCE COMPANY 2010, LTD NAME OF THE COMPANY/ORGANIZATION/PLAN SPONSOR (the “Undersigned”) I hereby declare that I am duly authorized to provide this Certificate on behalf of the Undersigned. DATE RECEIVED BY RBC DEXIA Illegible DAVID PlCKERING DIRECTOR AUTHORIZED SIGNATORY PRINT NAME TITLE Illegible NICK WARREN DRECTOR AUTHORIZED SIGNATORY PRINT NAME TITLE COAS Insurance – June12 2008 Page 1 of 2 CATEGORY GUIDE CLIENT NAME:FINANCIAL REASSURANCE COMPANY 2010, LTD ACCOUNT NUMBER(S) (the “Account(s)”): In Column E of the Certificate, enter the Category(ies) in which each Authorized Person is entitled to sign CATEGORY GUIDE CATEGORY FUNCTION NO. OF REQUIRED SIGNATORIES 1. To sign legal documentation to bind the Company/Organization/Plan Sponsor (Note: Category “I” designation may be given Only to direct employees of the Company/Organization/Plan Sponsor). 1 2. To direct RBC Dexia to settle security transactions including free asset movements and make disposition of account assets for settlement purposes and to advise RBC Dexia of corporate action decisions relating to investments, including direction for proxy voting. 2 3. To direct RBC Dexia to pay fees, charges and expenses from the asset (including, but not limited to, out-of pocket expenses, payments to consultants, lawyers, investment managers, RBC Dexia as trustee, RBC Dexia as custodian, RBC Dexia in any other- capacity acting for the account, to any other custodian). 1 4. To provide notification to RBC Dexia of the appointment of Investment Managers and other agents; to provide notification of the termination of an Investment Manager and direction as to any changes in the management of account assets. 1 5. To provide directions to RBC Dexia to with respect to account opening, account maintenance, or account termination. 1 6. To direct RBC Dexia to carry out non-financial transactions including such matters as changes to statement frequencies and reporting periods, and changes to access tights or account maintenance in one of RBC Dexia's secured access channels used by the Client. 1 7. To direct RBC Dexia to transfer cash in and out of the account and to enter into and settle foreign exchange transactions 2 8. To direct RBC Dexia in respect of any other activity or matter. Enter the details regarding such other activity or matter. 1 COAS Insurance – June12 2008 Page 2 of 2 CERTIFICATE OF AUTHORIZED SIGNATORIES (including Category Guide) CLIENT NAME:Primerica Life Insurance Company of Canada (RSA with Financial Reassurance Company 2010 Ltd). ACCOUNT NUMBER(S) (the “Account(s)”):110335034 The Undersigned hereby authorizes the following person(s) (herein called “Authorized Person(s)” ) to direct RBC Dexia Investor Services Trust (“RBC Dexia”) with respect to certain categories (Column E) of activities requiring authorization for said Account (see Category Guide for a list of categories of activities requiring authorization or Direction). D. IS PERSON IN (A) AN EMPLOYEE OF UNDERSIGNED? A. NAME B. TITLE C. SPECIMEN SIGNATURE YES NO IF “NO”, NAME OF COMPANY / ORGANIZATION and RELATIONSHIP TO UNDERSIGNED E. CATEGORY John A. Adams Executive Vice- President & Chief Executive Officer'“ Illegible Yes 1 to 8 Heather Koski Senior Vice-President, Finance & Chief Financial Officer Illegible Yes 1 to 8 David Grad Sr. VP, General Counsel & Corporate Secretary, Chief Compliance Officer, Chief Anti-Money Laundering Compliance Officer, Privacy Officer & Ombudsperson Illegible Yes 1 to 8 All authorizations and Directions provided to RBC Dexia must be signed by the appropriate number of Authorized Persons indicated in the Category Guide. COAS is not valid if the Category Guide is not completed and attached. The Undersigned hereby confirms that RBC Dexia is fully protected in acting upon any instrument, certificate, direction or other writing (whether in written form or given by electronic transmission) presented to it and signed by the appropriate number of Authorized Persons (whether or not such Authorized Person is an employee of the Undersigned). The Undersigned also hereby assumes responsibility to review this Certificate from time to time as required and to provide RBC Dexia with a new Certificate if changes are made. Unless RBC Dexia receives a new Certificate, the Undersigned acknowledges and agrees that RBC Dexia may rely conclusively on the last Certificate filed with them. This Certificate replaces and supersedes any previously filed Certificate and becomes effective on the date RBC Dexia receives it. This Certificate shall remain in full force and effect until the Undersigned pro RBC Dexia with a new Certificate to replace it. Signed in the City of Mississauga on this 26 th day of January, 2012. COAS Insurance – June12 2008 Page 1 of 3 CERTIFICATE OF AUTHORIZED SIGNATORIES (including Category Guide) CERTIFIED ON BEHALF OF Primerica Life Insurance Company of Canada (RSA with Financial Reassurance Company 2010 Ltd). NAME OF THE COMPANY/ORGANIZATION/PLAN SPONSOR (the”Undersigned”) I hereby declare that-I am duly authorized to provide this Certificate on behalf of the Undersigned. DATE RECEIVED BY RBC DEXIA Illegible Heather Kosti SVP Finance E CFO AUTHORIZED SIGNATORY PRINT NAME TITLE John A Aloin CEO AUTHORIZED SIGNATORY PRINT NAME TITLE COAS Insurance – June12 2008 Page 2 of 3 CATEGORY GUIDE CLIENT NAME: Primerica Life Insurance Company of Canada (RSA with Financial Reassurance Company 2010 Ltd ACCOUNT NUMBER(S) 1100335034(the “Account(s)”): In Column E of the Certificate, enter the Category(ies) in which each Authorized Person is entitled to sign. CATEGORY GUIDE CATEGORY FUNCTION NO. OF REQUIRED SIGNATORIES 1. To sign legal documentation to bind the Company/Organization/Plan Sponsor (Note: Category “1” designation may be given Only to direct employees of the Company/Organization/Plan Sponsor). 2 2. To direct RBC Dexia to settle security transactions including free asset movements and make disposition of account assets for settlement purposes and to advise RBC Dexia of corporate action decisions relating to investments, including direction for proxy voting. N/A 3. To direct RBC Dexia to pay fees, charges and expenses from the asset (including, but not limited to, out-of pocket expenses, payments to consultants, lawyers, investment managers, RBC Dexia as trustee, RBC Dexia as custodian, RBC Dexia in any other capacity acting for the account, to any other custodian). N/A 4. To provide notification to RBC Dexia of the appointment of Investment Managers and other agents; to provide notification of the termination of an Investment Manager and direction as to any changes in the management of account assets. N/A 5. To provide directions to RBC Dexia to with respect to account opening, account maintenance, or account termination. 2 6. To direct RBC Dexia to carry out non-financial transactions including such matters as changes to statement frequencies and reporting periods, and changes to access rights or account maintenance in one of RBC Dexia’s secured access channels used by the Client. 2 7. To direct RBC Dexia to transfer cash in and out of the account and to enter into and settle foreign exchange transactions. 2 8. To direct RBC Dexia in respect of any other activity or matter. Enter the details regarding such other activity or matter: N/A COAS Insurance – June12 2008 Page 3 of 3 Exhibit 10.20 COINSURANCE AMENDING AGREEMENT THIS COINSURANCE AMENDING AGREEMENT is effective as of October 20, 2016, between PRIMERICA LIFE INSURANCE COMPANY OF CANADA, a life insurance company incorporated under the Insurance Companies Act (Canada) (together with its successors and permitted assigns, the “Ceding Company” ), MUNICH RE LIFE INSURANCE COMPANY OF VERMONT , a reinsurance company formerly known as Financial Reassurance Company 2010, Ltd. which is registered as a special purpose financial captive insurance company pursuant to Chapter 141, Title 8 of the Vermont Statutes Annotated (together with its successors and permitted assigns, the “Reinsurer” ) and, solely for purposes of paragraph 2 hereof, MUNICH-AMERICAN HOLDING CORPORATION , a Delaware corporation (“ MAHC ”). WHEREAS, the Ceding Company and the Reinsurer are parties to a coinsurance agreement dated March 31, 2010, as amended, (the “ Coinsurance Agreement” ) pursuant to which the Ceding Company ceded certain liabilities to the Reinsurance on an indemnity reinsurance basis; and WHEREAS, on September 23, 2016, MAHC purchased all of the issued and outstanding stock of the Reinsurer; WHEREAS, MAHC is a subsidiary of Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München, a reinsurance company organized under the laws of Germany (“ Munich Re ”); WHEREAS, the Ceding Company and the Reinsurer are parties to a reinsurance security agreement dated December 31, 2011 (the “ Reinsurance Security Agreement ”), pursuant to which Reinsurer places assets in a reinsurance security account (“ RSA ”) as required under the Coinsurance Agreement for the benefit of the Ceding Company; WHEREAS, the Ceding Company and the Reinsurer desire to amend the Coinsurance Agreement to allow an affiliate of Munich Re to manage the assets in the RSA; WHEREAS, the Ceding Company and the Reinsurer desire to clarify that Ceding Company did not make any representation or warranty as to the accuracy of any information provided by Ceding Company in connection with MAHC’s purchase of Reinsurer and to further clarify that Ceding Company shall have no liability to MAHC for MAHC’s use of such information; WHEREAS, all capitalized terms used herein that are not otherwise defined shall have the meaning set forth in the Coinsurance Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Investment of Collateral . Section 15.2 of Article XV is hereby deleted in its entirety and replaced with the following: Section 15.2 Investment of Collateral . (a) The assets held in the Reinsurance Security Account from time to time (the “ Collateral ”) shall consist of Eligible Assets. (b) The Reinsurer shall appoint either a third-party investment manager or a Munich Re affiliate to manage the assets held in the Reinsurance Security Account, pursuant to an investment management agreement in a form acceptable to the Ceding Company. The Reinsurer shall be responsible for all fees arising from the services provided by such third-party investment manager or Munich Re affiliate. 210563.00020/94120890.2 721693607 2. Address of Notice . Section 21.5 of the Coinsurance Agreement is hereby amended by deleting the addr ess for notice to the Reinsurer and the requirement for providing a copy of such notice to Skadden, Arps, Slate, Meagher & Flom LLP and replacing it with the following: If to Reinsurer: Munich Re Life Insurance Company of Vermont c/o Paul Frank + Collins P.C. One Church Street Burlington, Vermont 05402-1307 Attention: Stephanie Mapes with copies to (which shall not constitute notice to the Reinsurer for purposes of this Section 21.5): Munich Life Management Corporation Ltd. Munich Re Centre 390 Bay Street, 26 th Floor Toronto, Ontario M5H 2Y2 Attention: Bernard Nauman Lloyd Milani Munich American Reassurance Company 56 Perimeter Center East, Suite 500 Atlanta, Georgia 30346 Attention: Paige Freeman 3. Information Provided by Ceding Company in Connection with MAHC’s Purchase of Reinsurer . In consideration of Ceding Company agreeing to enter into this Coinsurance Amending Agreement, MAHC acknowledges and agrees that: (a) Ceding Company provided certain information, directly or indirectly, that MAHC reviewed as part of its due diligence in connection with the acquisition of the Reinsurer, including information provided to MAHC by Citigroup Inc. and information reflected in certain appraisals or valuations prepared by third party actuarial firms (collectively, “Acquisition Information”); (b) neither Ceding Company nor any of its representatives or advisors has made any representation or warranty as to the accuracy or completeness of the Acquisition Information and neither Ceding Company nor any of its representatives or advisors shall have any liability to MAHC or its representatives from the use of the Acquisition Information; and (c) no third party shall have any liability to MAHC on the basis of, or directly or indirectly related to, the accuracy or completeness of the Acquisition Information. Notwithstanding anything to the contrary in this paragraph 2, none of MAHC, Reinsurer or any of their respective representatives release or waive any of their respective rights and interests arising out of or under the Coinsurance Agreement, including in connection with any breach by Ceding Company under the Coinsurance Agreement of its obligations to provide information to Reinsurer. 4. Further Assurances . Each of the parties hereto hereby covenants and agrees to promptly do, execute and deliver, or cause to be done, executed and delivered all such further acts, documents and things as may be necessary or desirable to give full force and effect to the terms and conditions of this Coinsurance Amending Agreement. 5. Headings . The inclusion of headings in this Coinsurance Amending Agreement is for convenience of reference only and shall not affect the construction or interpretation of this Coinsurance Amending Agreement. 6. Entire Agreement . This Coinsurance Amending Agreement, together with the Coinsurance Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter of this agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, warranties, representations or other agreements (whether oral or written, express or implied, statutory or otherwise) between the parties hereto in connection with the subject matter of this Coinsurance Amending Agreement, except as specifically set out herein. 7. Governing Law . This Coinsurance Amending Agreement shall be governed by, and enforced, construed and interpreted in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. 210563.00020/94120890.2 721693607 8. Assignment, Successors and Assigns . This Coinsurance Amending Agreement shall enure to the benefit of and be binding on the parties hereto, and their respective predecessors, successors, and assigns. Neither this Coinsurance Amending Agreement, nor any rights or obligations hereunder, may be assigned by either of the parties hereto, except as set forth expressly in the Coinsurance Agreement. 9. Counterparts . This Coinsurance Amending Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same document. Counterparts may be executed either in original or electronic form and the parties hereto adopt any signatures received in a portable document format (PDF) as original signatures of the parties. [Signature page follows.] 210563.00020/94120890.2 721693607 IN WITNESS WHEREOF, the parties hereto have executed this Coinsurance Amending Agreement as of the day and year first wr itten above. PRIMERICA LIFE INSURANCE COMPANY OF CANADA By: /s/ John A. Adams By: /s/ Heather Koshi Title: CEO Title: Senior Vice President, Finance Date: Oct. 21, 2016 Date: and Chief Financial Officer Oct. 21, 2016 MUNICH RE LIFE INSURANCE COMPANY OF VERMONT By: /s/ Bernard Naumann By: /s/ Paige Freeman Title: P RESIDENT Title: Secretary Date: Oct. 24, 2016 Date: Oct. 28, 2016 SOLELY FOR PURPOSES OF PARAGRAPH 2 HEREOF: MUNICH-AMERICAN HOLDING CORPORATION By: /s/ Richard A. Olsen By: /s/ Ignacio Revera Title: Senior Vice President & CFO Title: Deputy General Counsel Date: 10/31/2016 Date: 10/31/16 Execution Copy 210563.00020/94120890.2 721693607 EXHIBIT 10.21 EXECUTION VERSION MONITORING AND REPORTING AGREEMENT This MONITORING AND REPORTING AGREEMENT, dated as of March 31, 2016 (this “ Agreement ”) is entered into by and among Primerica Life Insurance Company, a Massachusetts life insurance company (“ PLIC ”) and Pecan Re Inc., a special purpose financial insurance company organized under Section 6048f of Title 8 of the Vermont Statutes Annotated (“ Pecan Re ”). WHEREAS, PLIC and Prime Reinsurance Company, Inc., a special purpose financial insurance company organized under Section 6048f of Title 8 of the Vermont Statutes Annotated (“ Prime Re ”), have entered into that certain 80% Coinsurance Agreement, dated as of March 31, 2010, as amended, supplemented, novated or otherwise modified from time to time (the “ Coinsurance Agreement ”); WHEREAS, Prime Re has agreed to assign and transfer, and Pecan Re has agreed to accept, by novation, the Coinsurance Agreement with the effect that Pecan Re shall succeed to all rights, obligations, duties and liabilities of Prime Re under the Coinsurance Agreement, and Pecan Re has agreed to accept such assignment, transfer and novation; WHEREAS, pursuant to such Coinsurance Agreement, as novated, PLIC, as the ceding company, has agreed to cede to Pecan Re, and Pecan Re, as the reinsurer, has agreed to assume from PLIC, certain liabilities relating to the term life insurance policies being reinsured thereunder; WHEREAS, the parties hereto recognize that, as an 80% quota share reinsurer, Pecan Re has a substantial economic stake in the management and administration of the Reinsured Policies and Covered Liabilities (as such terms are defined in the Coinsurance Agreement); WHEREAS, the parties agree that PLIC should have flexibility with respect to the management, administration and financial performance of the Reinsured Policies and Covered Liabilities in accordance with the Coinsurance Agreement; and WHEREAS, the parties have nevertheless agreed that Pecan Re shall have the right to monitor the management, administration and financial performance of the Reinsured Policies in accordance with this Agreement. NOW, THEREFORE, in consideration of the respective covenants, agreements, representations and warranties of the parties herein contained in the Coinsurance Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties agree as follows: ARTICLE I MONITOR Section 1.01 For so long as Swiss Reinsurance Company Ltd, a reinsurance company organized under the laws of Switzerland or any of its affiliates (“ Parent ”) remains the ultimate controlling company of Pecan Re, PLIC shall allow Pecan Re and any reasonable number of counsel, financial advisors, accountants, actuaries and other representatives of Pecan Re, reasonable access, upon reasonable advance notice and during normal business hours to the facilities, documents, information, auditors, actuaries, outside advisors and relevant personnel of PLIC related to the management, administration and financial performance of the Reinsured Policies and Covered Liabilities. Such individual (or individuals) representing Pecan Re shall be referred to herein as a “ Monitor ”. Pecan Re shall ensure that a Monitor, in performing his or her duties, shall not disrupt the normal operations of PLIC in any material respect. Notwithstanding the foregoing or any other provision of this Agreement, PLIC shall not be obligated to provide such access to any facilities, documents, information, auditors, actuaries, outside advisors and relevant personnel of PLIC to the extent that doing so would violate applicable law or any contractual obligation of confidentiality or jeopardize the protection of an attorney-client privilege; provided that, in any such circumstance, the parties will cooperate in good faith to determine a manner in which information can be shared so as to not violate applicable law or a contractual obligation of confidentiality or jeopardize the protection of an attorney-client privilege, as applicable. Section 1.02 All costs and expenses associated with the Monitor or the activities of the Monitor shall be borne by Pecan Re; provided , however , Pecan Re shall only reimburse PLIC for any reasonable out-of-pocket costs that PLIC incurs in providing assistance to the Monitor in connection with this Agreement. Section 1.03 Subject to the provisions of Section 2.01 , PLIC shall use reasonable best efforts to assist and cooperate with the Monitor in providing access to the relevant experience data, books, records, documents, information and relevant personnel of PLIC related to the Reinsured Policies and Covered Liabilities. ARTICLE II ACCESS Section 2.01 In no event shall any Monitor have access to any portion of PLIC’s Network; provided , however , this Section 2.01 shall not be construed in any way whatsoever to (i) supersede the rights of the parties pursuant to the access to books and records provisions contained within Article XII of the Coinsurance Agreement or (ii) limit the Monitor’s access in any way whatsoever to the data in the Network. “ Network ” shall mean PLIC’s information technology systems (or such systems of a third party operated on behalf of PLIC), including all data they contain and all computer software and hardware related to the Reinsured Policies and Covered Liabilities. Section 2.02 When a Monitor is at PLIC’s facilities, he or she shall comply with all generally applicable policies, procedures and regulations of PLIC, to the extent that such policies, procedures and regulations have been disclosed to Pecan Re or such Monitor. Section 2.03 When any Monitor enters or is within PLIC’s premises, such Monitor must establish his or her identity to the satisfaction of security personnel and comply with all security directions given by them, including directions to display any identification cards provided by PLIC. ARTICLE III FINANCIAL AND MONITORING REPORTS Section 3.01 For so long as Parent remains the ultimate controlling company of Pecan Re, within twenty (20) business days after the end of each calendar month, PLIC shall provide Pecan Re with the reports specified on Schedule A attached hereto, in each case in such format as utilized by PLIC at such time. 2 Section 3.02 For so long as Parent remains the ultimate controlling company of Pecan Re, within twenty (20) business days after the end of each calendar quarter, PLIC shall provide Pecan Re accurate and complete copies of the following: (i) the Quarterly Lapse Report and (ii) the Quarterly Mortality Report in each case in such format as utilized by PLIC at such time and as it relates to the business ceded to Pecan Re. Section 3.03 For so long as Parent remains the ultimate controlling company of Pecan Re, in addition to the reports described in Section 3.01 and 3.02 hereto, the parties hereto agree that PLIC shall provide Pecan Re copies of any other reports that are produced by PLIC or may reasonably be produced by PLIC relating to the Reinsured Policies and/or Covered Liabilities which Pecan Re, in its reasonable discretion, determines are reasonably necessary for its review. ARTICLE IV CONFIDENTIALITY Section 4.01 In performing its monitoring rights under this Agreement, Pecan Re will comply (and will cause all Monitors to comply) with the terms and conditions of Section 21.11 of the Coinsurance Agreement regarding Confidential Information (as defined therein). ARTICLE V TERMINATION Section 5.01 This Agreement shall remain in effect until the earlier to occur of (i) the termination of the Coinsurance Agreement or (ii) Parent no longer being the ultimate controlling company of Pecan Re. ARTICLE VI MISCELLANEOUS Section 6.01 Pecan Re shall indemnify and hold PLIC, its affiliates and their directors, officers, employees and successors (the “ PLIC Indemnified Party ”) harmless against any damages, costs and out-of-pocket expenses (including reasonable attorneys’ fees) arising from or in connection with (a) Pecan Re’s or any Monitor’s breach of its confidentiality obligations hereunder, (b) Pecan Re’s or any Monitor’s violation of applicable law in connection with this Agreement, or the information or access provided pursuant to this Agreement, (c) any negligent or intentional misconduct of Pecan Re or any Monitor in connection with any monitoring permitted or access provided under this Agreement or (d) injury to or death of any person, or loss of or damage to tangible property, to the extent caused by the Pecan Re or any Monitor. Section 6.02 This Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. This Agreement may not be assigned by the parties hereto without the requirement of the consent of the other party, which consent shall not be unreasonably withheld, delayed or conditioned. Section 6.03 This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to the choice of law principles thereof. Section 6.04 This Agreement may not be amended without the prior written consent of all parties hereto. This Agreement may be executed in one or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. [ Signature pages follow ] 3 IN WITNESS W HEREOF, the parties have executed this Agreement as of the date first above written. PECAN RE INC. By: /s/ Brian Lo Name: Brian Lo Title: President By: /s/ John Gribbon Name: John Gribbon Title: Sr. Vice President and CFO PRIMERICA LIFE INSURANCE COMPANY By: /s/ Dan Settle Name: Dan Settle Title: Executive Vice President [ Signature Page to Monitoring and Reporting Agreement ] SCHEDULE A MONTHLY OPERATIONAL REPORTS 1.Communication Research Statistics 2.Cancellation Service Complaints Summary 3.Complaint Written 4.Client Communications Statistics 5.Replacements 6.End of Term (“EOT”) Bonus Funding 7.EOT Bonus 8.EOT Expectations 9.EOT Continued 10.Policy Owner Service (“POS”) Statistics 11.EOT POS 12.EOT Converted 13.EOT Terminated 14.POS/EOT Turndowns 15.Policy Owner Administration Statistics 16.POS Volumes 17.End of Term 18.Claims Statistics 19.Aging Analysis from Notice of Claim 20.Compromised/Denied Claims 21.Time in Process 22.TIAB Claim Count 23.TIAB Outstanding 24.Waiver Claim Statistic MONTHLY FINANCIAL REPORTS 1.Policy and Claim Reserve Recon to GL 2.N’Vision Report 3.Settlement Statement 4.Monthly Manual Deal Entries 5.GL Interface file 6.Reinsurance Recoverables Aging Report 7.Pending Litigation Claims Report 8.Seriatim Transaction File QUARTERLY FINANCIAL REPORTS 1.Frozen Reserves Manual Entries 2.Seriatim Valuation File 3.Waiver of Premium Claim Inventory Including Future Premiums to be Waived 4.Recoverable Action Plan OTHER REPORTS 1.All reports and notices listed in Article VIII of the Coinsurance Agreement (without duplication of any obligations under such Article VIII) Swiss Re Reinsurance Manual Expense Allowance [•] Section 4.2 Allowances DL01 [•] MSCWPE2--1 Policy Exhibit Beginning Direct inforce [first day of applicable month] [•] Ending Direct inforce [last day of applicable month] [•] Avg Direct Inforce [•] * Expense Allowance @ 100% [•] Expense Allowance @ Deal % [•] Annual Expense Allowance [•] Monthly Expense Allowance (1/12) [•] Section 4.3 Other Obligations DL01 [•] (i) Other obligations MSCWRA1-1 Settlement Rpt (CO9999 for DL02) Direct Premiums [applicable month] [•] ** Premium Tax Rate [•] Premium taxes Incurred [•] DL01 [•] (ii) Other obligations # EOT Policy Conversions [•] ** Allowance [•] Total EOT Conversion Allowance [•] EOT Conversion Allowance per Deal% [•] DL01 [•] (iv) Other obligations U/W expenses on Reinstatements [•] Reinstatement U/W Expenses per Deal % [•] DL01 [•] (iii) Other obligations Conversion Bonus [•] Continuation Bonus [•] Total EOT Bonus [•] Bonus Funding Valn [•] Legacy Total [•] Commission Adj Per Deal % [•] [•] *Expense Allowance Rate for DLO1/DLO4/DL03 is adjusted annually in January. *Expense Allowance Rate for DLO2 is adjusted annually in March. See 'Expense **Per the coinsurance agreements, these rates do not change. Prepared By: Reviewed By: Date: Date: Swiss Re Reinsurance Top Up Notice As of [•] Pecan Re 80% DL01 Reserve Report Direct Reserves [•] Ceded Reserves [•] - Direct Pending [•] Ceded Pending [•] Recoverables [•] — Economic Reserve — Excess Reserve — Reserve Report — Required Reserve Balance — Security Balance as of [•] Fair Value of Trust [•] Fair Value of Economic Trust — Fair Value of Excess Trust — Over/(Under) funded: Security Balance minus Required Reserve Balance -10% Economic Reserve — -10% Excess Reserve — Over/(Under) funded — 102% of Required Reserves Balance Economic Reserve — Excess Reserve — — Excess Security Balance in Trust: Economic Trust > Economic Reserve — Excess Trust > Excess Reserve — Security Balance minus 102% of Required Reserve Balance (105% for FRAC) — — PLIC - Pecan Re Settlement Statement [●], YTD if<= current month, 1 if<= current month, 1 if<= current month, 1 if<= current month, 1 if<= current month, 1 if<= current month, 1 if<= current month, 1 if<= current month, 1 if<= current month, 1 if<= current month, 1 if<= current month, 1 1 1 1 1 1 1 1 1 1 1 1 (4 wks)(5 wks)(4 wks)(4 wks)(5 wks)(4 wks)(4 wks)(5 wks)(4 wks)(4 wks)(5 wks) January February March April May June July August September October November YTD DL01 - 80%DL01 - 80%DL01 - 80%DL01 - 80%DL01 - 80%DL01 - 80%DL01 - 80%DL01 - 80%DL01 - 80%DL01 - 80%DL01 - 80%DL01 - 80% Due Business to/from Unit Account Description Amount Due Amount Due Amount Due Amount Due Amount Due Amount Due Amount Due Amount Due Amount Due Amount Due Amount Due Amount Due 9.2 BU Book Code Deal Id Prod Due to/from PR20 Cash ledger [•][•][•][•][•][•][•] Direct Premiums [•][•][•][•][•][•][•][•][•][•][•]— [•][•][•][•][•][•][•] Direct Claims [•][•][•][•][•][•][•][•][•][•][•]— [•][•][•][•][•][•][•] ETPR Claims [•][•][•][•][•][•][•][•][•][•][•]— ETPR Premiums Monthly True Up & Manual Premiums [•][•][•][•][•][•][•] Prior Month Accrual Deal [•][•][•][•][•][•][•][•][•][•][•] [•][•][•][•][•][•] Current Month Cash Deal [•][•][•][•][•][•][•][•][•][•][•] [•][•][•][•][•][•][•][•][•][•][•]— [•][•][•][•][•][•] Manual Premium Pmts(FAC, Term) -———————— [•] [•][•][•][•][•] Expense Allowance [•][•][•][•][•][•][•][•][•][•][•]— [•] [•][•][•][•][•] Premium Tax Allowance [•][•][•][•][•][•][•][•][•][•][•]— [•] [•][•][•][•][•] Premium Tax Recovered [•][•][•][•][•][•][•][•][•][•][•]— [•] [•][•][•][•][•] Conversion Allowance [•][•][•][•][•][•][•][•][•][•][•]— [•] [•][•][•][•][•] Reinstatement U/W Expense [•][•][•][•][•][•][•][•][•][•][•]— Commissions [•] [•][•][•][•][•] Bonus Funding, EOT Bonus [•][•][•][•][•][•][•][•][•][•][•]— [•] [•][•][•][•][•] ICA Comm Exp [•][•][•][•][•][•][•][•][•][•][•]— [•] [•][•][•][•][•] Lf 1 yr Com [•][•][•][•][•][•][•][•][•][•][•]— [•] [•][•][•][•][•] Lf Ren Com [•][•][•][•][•][•][•][•][•][•][•]— [•] [•][•][•][•][•] Commission Allowance [•][•][•][•][•][•][•][•][•][•][•]— [•] [•][•][•][•][•] Lf 1Yr Comm-Re-Ced — Scottish Re's & Canada Life's reprocessed IBR's [•] [•][•][•][•][•] (PSR/PCR) — [•][•][•][•][•][•] ———————————— Total Due to/from PR20 Cash ledger [•][•][•][•][•][•][•][•][•][•][•]— Due to/from PR2G Accrual ledger ETPR Premiums (excluding Frozens)[•][•][•][•][•][•][•][•][•][•][•] Frozen Release ETPR Premiums -[•][•][•][•][•][•][•][•][•][•] [•][•][•][•][•][•][•] ETPR Premiums – Monthly accrual [•][•][•][•][•][•][•][•][•][•][•]— Net Amount Due to Pecan Re [•][•][•][•][•][•][•][•][•][•][•]— Coinsurance Agreement Article VIII Section 8.1 & 8.2 Primerica Report ID / Name File 1 Report ID Report Name [•] Monthly Settlement Report SCWRA1 --1 Monthly Settlement Report ✓ Policy Exhibit SCWPE2 --1 Exhibit of Life Insurance ✓ SCWPE3 --1 Policy Exhibit Errors ✓ Non-Bordereau Claims Report SCWRA4 --1 Bulk Claim ✓ Bordereau Report SCWRA4 --2 NonBulk Claim ✓ Reserve Report SCWRA3 -- 1 Monthly Reserve Report ✓ Claim Reserve Report SCWRA2 -- 1 Claim Reserve Report SCWRA4 --3 Detail Pending Claims and Recoverables Monthly Account Balance Reports PSP419-MP Pecan Re General Ledger Summary ✓ Top-Up Notice PDF Top Up Notice ✓ SCWR07 --1 Monthly Settlement Report - Peoplesoft Ledger Balance ✓ SCWR07 -- 2 Claim Reserve Report - Peoplesoft Ledger Balance ✓ SCWR07 -- 3 Monthly Reserve Report - Peoplesoft Ledger Balance ✓ PDF Policy and Claim Reserve Recon to GL ✓ Excel N'Vision Report: Pecan Re ✓ PDF Settlement Statements - Pecan Re ✓ PDF Monthly Manual Deal Entries ✓ Excel GL Interface file ✓ PDF Reinsurance Recoverables Aging Report ✓ PDF Pending Litigation Claims Report ✓ System Generated Report - not available in Excel/Word format Attached Excel Version of this report Report provided in an Excel version already. Re-attached this report Report ID Report Name Coinsurance AgreementArticle VIII Section 8.1 & 8.2 Monthly Settlement Report SCWRA1 --1 Monthly Settlement Report Policy Exhibit SCWPE2 -- 1 Exhibit of Life Insurance SCWPE3--1 Policy Exhibit Errors Non-Bordereau Claims Report SCWRA4 --1 Bulk Claim Bordereau Report SCWRA4 -- 2 NonBulk Claim Reserve Report SCWRA3 --1 Monthly Reserve Report Claim Reserve Report SCWRA2 -- 1 Claim Reserve Report SCWRA4 -- 3 Detail Pending Claims and Recoverables Monthly Account Balance Reports PSP419 General Ledger Summary-USD PSP419 General Ledger Summary-CAD Top-Up Notice PDF Top Up Notice (required quarterly) Additional Reports provided PDF Settlement Statements - Pecan Re & Experience Refund - Pecan Re SCWR07 --1 Monthly Settlement Report - Peoplesoft Ledger Balance SCWR07 -- 2 Claim Reserve Report - Peoplesoft Ledger Balance SCWR07 --3 Monthly Reserve Report - Peoplesoft Ledger Balance PDF Monthly Manual Deal Entries & Support (Expense Allowance, End of Term & Reinst U/W Expense detail) Excel N’Vision Report: Pecan Re PDF Policy and Claim Reserve Recon to GL Excel GL Interface file Total 26 files Manic Lefebvre manic lefebvre@swissre.com [•] [•] [•] [•] [•] [•] [•] PRIMG&SB SWISS RE REINSURANCE PECAN RE GAAP & STAT Run: [•] Pecan Re GAAP Pecan Re STAT DL01: 80% DL01: 80% PR20 PR2G PR2GG Pecan Re_GP PR20 PR2G PR2S Pecan Re_St 8.4 Business Unit Pecan Pecan Pecan Pecan Pecan Pecan 9.2 Deal ID Pecan80 Pecan80 Pecan80 Pecan80 Pecan80 Pecan80 9.2 Book Code Base Comb GAAP Total Base Comb STAT Total 9.2 Product Uncons Uncons Uncons GAAP Uncons Uncons Uncons STAT Assets Intercompany Legacy [•] [•] [•] [•] [•] [•] [•] [•] Premium Due and Unpaid [•] [•] [•] [•] [•] [•] [•] [•] Due From Rein-UW and Other [•] [•] [•] [•] [•] [•] [•] [•] Reinsurance Recoverable [•] [•] [•] [•] [•] [•] [•] [•] Ceded Pending [•] [•] [•] [•] [•] [•] [•] [•] Ceded Reserves [•] [•] [•] [•] [•] [•] [•] [•] Direct Pending [•] [•] [•] [•] [•] [•] [•] [•] Direct Reserves [•] [•] [•] [•] [•] [•] [•] [•] Due to Affiliates [•] [•] [•] [•] [•] [•] [•] [•] Deferred ACQ Cost (DAC) [•] [•] [•] [•] [•] [•] [•] [•] Total Assets [•] [•] [•] [•] [•] [•] [•] [•] Liabilities Future Policy Benefits - Life [•] [•] [•] [•] [•] [•] [•] [•] Direct Pending Claims [•] [•] [•] [•] [•] [•] [•] [•] Accrued Taxes Licenses Fees [•] [•] [•] [•] [•] [•] [•] [•] Cost of Collection [•] [•] [•] [•] [•] [•] [•] [•] Advance Premium [•] [•] [•] [•] [•] [•] [•] [•] Due to Reinsurers [•] [•] [•] [•] [•] [•] [•] [•] Commissions Payable [•] [•] [•] [•] [•] [•] [•] [•] Total Liabilities [•] [•] [•] [•] [•] [•] [•] [•] Net Income [•] [•] [•] [•] [•] [•] [•] [•] Paid in Capital [•] [•] [•] [•] [•] [•] [•] [•] Retained Earnings [•] [•] [•] [•] [•] [•] [•] [•] Total Equity [•] [•] [•] [•] [•] [•] [•] [•] Total Liabilities & Equity [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] Revenue Premium [•] [•] [•] [•] [•] [•] [•] Total Revenue [•] [•] [•] [•] [•] [•] [•] [•] Benefit Claims - Life [•] [•] [•] [•] [•] [•] [•] [•] Change In Reserve - Life [•] [•] [•] [•] [•] [•] [•] [•] Total Benefits [•] [•] [•] [•] [•] [•] [•] [•] Commission & Expenses Commissions - Net [•] [•] [•] [•] [•] [•] [•] [•] Amortization of DAC [•] [•] [•] [•] [•] [•] [•] [•] Allowances [•] [•] [•] [•] [•] [•] [•] [•] Legal Settlements [•] [•] [•] [•] [•] [•] [•] [•] Total Commisions & Expenses [•] [•] [•] [•] [•] [•] [•] [•] Total Benefit, Commissions & Expenses [•] [•] [•] [•] [•] [•] [•] [•] Net Income [•] [•] [•] [•] [•] [•] [•] [•] Prepared By: Approved By: [•] Policy Reserves: Direct Reserves ETPR Reserves Net Total Reserves DL01: PLIC 80% SCWRA3-1 balance [•] [•] DL01 Σ (A) - Manual Adjustments : DIS Monthly Inc./Stat Errors [•] [•] Adj. to [year] waiver clms-Lx [•] [•] Frozen Stat Reserves - Coin @ 80% [•] [•] Frozen Stat Reserves Qsyrt @ 80% [•] [•] CTR & Spouse Conversions incorrectly ceded to Citi [•] [•] Adjusted Rsrv Balance: — — — (A) General Ledger: PSP030 B.U. Deal ID Book Code Product 8.4 BU: PR2S PrmRe PrmRe80 stat uncons 200109-FPB Reserves SW Asmd [•] 200119-Waiver Reserve SW Asmd [•] 141213-ETPR COI Reserves Frzn SW Asmd 141218-ETPR YRT Reserves Frzn SW Asmd [•] 141207-ETPR COI Reserves SW Asmd [•] 141203-ETPR YRT Reserves SW Asmd [•] — — — — — — — [•] Claim Reserves Direct Pending ETPR Pending ETPR Recoverables Net DL01: PLIC 80% SCWRA2-1 balance [•] [•] [•] Manual Adjustments : IBNR - Direct [•] SSAP 55 (stat only adj) [•] IBNR - Coin [•] IBNR - Qsyrt [•] Clm Accrl — CTR & Spouse Conversions incorrectly ceded to Citi [•] [•] Adjusted Claim Rsrv: — — — — (A) General Ledger: PSP030 B.U. Deal ID Book Code Product 8.4 BU: PR2G 201202-Direct Pending Claims SW Asmd PrmRe PrmRe80 stat uncons PR2G 201213-Direct IBNR SW Asmd [•] PR2S 201213-Direct IBNR SW Asmd [•] PR2G 140803-ETPR Pending Clms YRT SW Asmd [•] PR2G 140813-ETPR YRT IBNR SW Asmd [•] PR2G 140807-ETPR Pending Clms COI SW Asmd [•] PR2G 140818-ETPR COI IBNR SW Asmd [•] PR2G 140823-ETPR Reins Recov Adj SW Asmd — PR2G 140603-ETPR Reins Recov YRT SW Asmd [•] PR2G 140607-ETPR Reins Recov COI SW Asmd [•] — — — — — — — — PFS_REINS_C 107 Year Period Unit Deal Product Book Code Account Sum Amount Base Curr [•] 11 [•] [•] [•] [•] [•] USD [•] 11 [•] [•] [•] [•] [•] USD PFS_REINS 117 Year Period Unit Deal Product Book Code Account Sum Amount Base Curr [•] 11 [•] [•] [•] [•] [•] USD [•] 11 [•] [•] [•] [•] [•] USD Exhibit 10.26 PRIMERICA, INC. PERFORMANCE STOCK UNIT AWARD AGREEMENT Primerica, Inc. (“ Primerica ”) hereby grants to [NAME] (the “ Participant ”) performance-based Stock Units pursuant to the Primerica, Inc. Amended and Restated 2010 Omnibus Incentive Plan (the “ Plan ”), subject to the conditions and restrictions detailed below (the “ Performance Stock Units ”). Terms applicable to the Performance Stock Units are contained in the Plan and in this Performance Stock Unit Award Agreement (the “ Agreement ”). Capitalized terms not defined herein shall have the meaning assigned to such terms in the Plan. 1. Grant of Performance Stock Units . Grant Date:February 24, 2016 Target Number of Performance Stock Units:[# UNITS] Performance Goals:Set forth in Exhibit A Performance Period:Three-year period beginning January 1, 2016 and ending on December 31, 2018 Vesting Date:March 1, 2019 Payment Date:March 1, 2019 2. Performance Stock Units . The target number of Performance Stock Units subject to this Agreement is set forth in Section 1 (the “ Target Award ”). Primerica will maintain an account (the “ Performance Stock Unit Account ”) on its books in the name of the Participant which shall reflect such number of Performance Stock Units awarded to the Participant. Depending on Primerica’s level of achievement of the performance goals set forth in Exhibit A to this Agreement (the “ Performance Goals ”) for the performance period specified in Section 1 (the “ Performance Period ”), the Participant may earn a number of Performance Stock Units between 0% to 200% of the Target Award. Each Performance Stock Unit, to the extent earned and/or vested under the terms of this Agreement, represents an unfunded, unsecured promise by Primerica to deliver to the Participant one share of Primerica’s common stock, par value $.01 per share (“ Common Stock ”), and to pay to the Participant in cash an amount equal to the amount of the dividends paid by Primerica on one share of Common Stock from the Grant Date through the payment date set forth in Section 1 (the “ Payment Date ”), or through the Participant’s earlier employment termination date in certain circumstances as set forth in Section 5 below, subject to the terms and conditions contained in this Agreement and the Plan. 3. Earning, Vesting and Delivery of Performance Stock Units . After the end of the Performance Period, the degree of Primerica’s achievement of the Performance Goals for the Performance Stock Unit Award Agreement Approved as of February 24, 2016 Performance Period shall be calculate d and certified by the Compensation Committee of the Board of Directors and used to determine the number of Performance Stock Units earned. The earned Performance Stock Units shall become vested on the vesting date set forth in Section 1 (the “ Vesting Dat e ”), subject to earlier vesting in certain circumstances as set forth in Section 5 below. The Performance Stock Units so earned and vested shall be settled by delivery within 60 days following the Payment Date of one share of Common Stock for each such ea rned Performance Stock Unit and payment of the related dividend equivalent amount described in Section 4. Delivery of shares of Common Stock, and cash payment of related dividend equivalent amounts, by Primerica as described in this Section 3 shall discha rge it of all of its duties and obligations under this Agreement and the Plan with respect to the Performance Stock Units. 4. Dividend Equivalents . Upon the payment of a cash dividend on the Common Stock by Primerica during the period from the Grant Date of the Participant’s Performance Stock Units through the Payment Date, or through the Participant’s earlier employment termination date in certain circumstances as set forth in Section 5 below, Primerica shall credit the Performance Stock Unit Account of the Participant with an amount equal in value to the dividends that the Participant would have received had the Participant been the actual owner of the number of shares of Common Stock represented by the Performance Stock Units in the Participant’s Performance Stock Unit Account on that date. After the end of the Performance Period, the amount in such Performance Stock Unit Account attributable to such dividend equivalents shall be adjusted, based on the degree of Primerica’s achievement of the Performance Goals for the Performance Period, in the same percentage used to determine the number of earned Performance Stock Units. Such amount shall become vested on the Vesting Date and shall be paid to the Participant in cash on the Payment Date, subject to earlier vesting and/or payment in certain circumstances as set forth in Section 5 below. 5. Termination of Employment . In connection with a termination of the Participant’s employment before the Vesting Date, the Participant’s Performance Stock Units shall be treated as follows: (a) Voluntary Resignation; Termination by Primerica for Cause . If the Participant voluntarily terminates employment with Primerica (other than upon a Retirement as described in Section 5(c)) or if Primerica terminates the Participant’s employment for Cause, vesting of the Performance Stock Units, and any related dividend equivalent amounts described in Section 4, will cease on the date the Participant’s employment is so terminated, the Performance Stock Units, and related dividend equivalent amounts, will be cancelled and the Participant shall have no further rights of any kind with respect to any Performance Stock Units under this Agreement. (b) Certain Other Terminations . If either (i) the Participant’s employment is terminated by Primerica for any reason other than (A) for Cause (as described in Section 5(a)), (B) in connection with a Change of Control (as described in Section 5(d)), or (C) in connection with the Participant’s disability (as described in Section 5(e)), or (ii) the Participant terminates employment with Primerica with Good Reason (as defined below) other than in connection with a Change of Control (as described in Section 5(d)), the Participant’s Performance Stock Units, and related dividend equivalent amounts described in Section 4, will be deemed to have vested Performance Stock Unit Award Agreement Approved as of February 24, 2016 2 on such employment termination date, conti ngent on satisfaction by Primerica of the Performance Goals. After the end of the Performance Period, the number of the Participant’s Performance Stock Units earned will be determined based on satisfaction of the Performance Goals over the Performance Per iod. Such amount of earned Performance Stock Units, and related dividend equivalent amounts, will be settled by delivery of one share of Common Stock for each such earned Performance Stock Unit, and payment in cash of any earned dividend equivalent amount s, within 60 days following the Payment Date. For purposes of this Agreement, the Participant may terminate employment with Good Reason if (1) an event or circumstance set forth in clauses (w) , (x) , (y) or (z) of this subsection (b) shall have occurred an d the Participant provides Primerica with written notice thereof within 90 days after the occurrence or existence of such event or circumstance, which notice shall specifically identify the event or circumstance that the Participant believes constitutes Go od Reason, (2) Primerica fails to correct the circumstance or event so identified within 30 days after the receipt of such notice (the “ Cure Period ”), and (3) the Participant resigns within 30 days after the Cure Period. For purposes of this Agreement, “ G ood Reason ” means, in the absence of the Participant’s written consent, the occurrence of any of the following: (w) a material diminution by Primerica in the Participant’s annual base salary or a material diminution in the Participant’s target annual bonus opportunity as a percentage of the Participant’s annual base salary, unless replaced by one or more other bonus or incentive opportunities with a comparable aggregate bonus and incentive opportunity; (x) a material diminution in the Participant’s authority, duties or responsibilities, provided that a change in the Participant’s reporting relationship (in the absence of any other change which may constitute a material diminution in the Participant’s authority, duties or responsibilities) shall not constitute “Good Reason”; (y) Primerica requiring the Participant’s principal business location to be at any office or location more than 50 miles from the Participant’s principal business location as of immediately prior to such relocation (other than to an office or location closer to the Participant’s home residence); or (z) any material breach of this Agreement by Primerica. (c) Retirement . If the Participant voluntarily terminates employment with Primerica after having attained at least the age of 55 and with the sum of the Participant’s age (in whole years) plus the Participant’s Years of Service (as defined below) equaling 75 or more on the date of such termination (a “ Retirement ”), the Participant’s Performance Stock Units, and related dividend equivalent amounts described in Section 4, will be deemed to have vested on such Retirement date, contingent on satisfaction by Primerica of the Performance Goals. After the end of the Performance Period, the number of the Participant’s Performance Stock Units earned will be determined based on satisfaction of the Performance Goals over the Performance Period. Such amount of earned Performance Stock Units, and related dividend equivalent amounts, will be settled by delivery of one share of Common Stock for each such earned Performance Stock Unit, and payment in cash of any earned dividend equivalent amounts, within 60 days following the Payment Date. For purposes of this Agreement, the term “ Years of Performance Stock Unit Award Agreement Approved as of February 24, 2016 3 Service ” shall mean the total number of years the Participa nt’s period of service to Primerica and any Subsidiary as of the date the Participant terminates employment. (d) Change of Control . If, in the event of a Change of Control, either (i) the Participant’s employment is terminated by Primerica (or a successor entity) other than for Cause, or (ii) the Participant terminates employment with Primerica (or a successor entity) with Good Reason, at any time during the period that begins on the date 6 months before the date of such Change of Control and ends on the date 24 months after the date of such Change of Control, the number of the Performance Stock Units in the Participant’s Target Award (as the same may be adjusted in connection with the Change of Control transaction per the terms of the Plan), and the related dividend equivalent amounts described in Section 4, will be deemed to have vested on such employment termination date. Such vested Performance Stock Units, and related dividend equivalent amounts, will be settled within 60 days following the date the Participant’s employment is so terminated or, for a Participant whose employment terminates during the 6-month period preceding the Change of Control, within 60 days following the date of the Change of Control, by delivery of one share of Common Stock for each such vested Performance Stock Unit (as the same may be adjusted in connection with the Change of Control transaction per the terms of the Plan) and payment of the related dividend equivalent amount described in Section 4. (e) Disability . If the Participant’s employment is terminated by Primerica following completion of the Participant’s approved disability leave pursuant to the applicable Primerica disability policy, the number of the Performance Stock Units in the Participant’s Target Award, and the related dividend equivalent amounts described in Section 4, will be deemed to have vested on such employment termination date. Such vested Performance Stock Units, and related dividend equivalent amounts, will be settled within 60 days following the date the Participant’s employment is so terminated by delivery of one share of Common Stock for each such vested Performance Stock Unit and payment of the related dividend equivalent amount described in Section 4. (f) Death . If the Participant’s employment is terminated upon the Participant’s death, the number of the Performance Stock Units in the Participant’s Target Award, and related dividend equivalent amounts described in Section 4, will be deemed to have vested on the date of the Participant’s death. Such vested Performance Stock Units, and related dividend equivalent amounts, will be settled within 60 days following the date of the Participant’s death by delivery of one share of Common Stock for each such vested Performance Stock Unit and payment of the dividend equivalent amount described in Section 4, to the personal representative of the Participant’s estate or recipient thereunder pursuant to the terms of the Participant’s will or the applicable laws of descent and distribution. Notwithstanding the provisions of Sections 5(b) and 5(c), if following a termination described in Section 5(b) or a Retirement described in Section 5(c), a Participant dies prior to the end of the Performance Period, settlement of such Participant’s Performance Stock Units will be made under the terms described in this Section 5(f). (g) Settlement . Delivery of shares of Common Stock, and cash payment of related dividend equivalent amounts, by Primerica as described in this Section 5 shall discharge it of all of its duties and obligations under this Agreement and the Plan with respect to the Performance Stock Units. Performance Stock Unit Award Agreement Approved as of February 24, 2016 4 (h) Release Agreement . Notwithstanding the foregoing, payment with respect to the Participant’s Performance Stock Units following termination of employment as described in subsecti ons (b), (c), (d) or (e) above shall be subject to and conditioned upon the Participant having executed a waiver of claims and general release of Primerica, in a form reasonably acceptable to Primerica, and for which any revocation rights have expired. If a Participant fails or refuses to execute such a waiver of claims and general release, or timely revokes a previously executed waiver of claims and general release, before the Payment Date, such amounts will not vest as described in subsections (b), (c), (d) or (e) above, as the case may be, and the Performance Stock Units will be cancelled, and the Participant shall have no further rights with respect to such Performance Stock Units. 6. Stockholder Rights . The grant of Performance Stock Units does not entitle the Participant to any rights of a stockholder of Common Stock, including dividends or voting rights, until such time as the Performance Stock Units are settled in Common Stock. 7. Nontransferable . As provided by the terms of the Plan, no rights granted under this Agreement, nor any shares of Common Stock issuable pursuant to this Agreement, shall be transferable or assignable by the Participant (or by any other person), other than by will or by the laws of descent and distribution, and they may not be pledged or hypothecated in any way, prior to the issuance and delivery of the shares of Common Stock pursuant to this Agreement. Any attempted transfer, assignment, pledge or other disposition contrary to the provisions of the Plan and this Agreement shall be null and void and without legal effect. 8. Consent to Electronic Delivery . In lieu of receiving documents in paper format, by receipt of the Performance Stock Units, the Participant consents, to the fullest extent permitted by law, to electronic delivery of any documents that Primerica may be required to deliver (including, but not limited to, stock certificates, prospectuses, prospectus supplements, grant or award notifications and agreements and all other forms or communications) in connection with the Performance Stock Units. Electronic delivery of a document to the Participant may be via a Primerica e-mail system or by reference to a location on an Internet site to which the Participant has access. 9. Tax Withholding . The Participant shall be responsible for any applicable taxes and penalties, and any interest that accrues thereon, incurred in connection with the Performance Stock Units, including the payment of any dividends with respect thereto. Primerica or a Subsidiary employing the Participant has the authority and the right to deduct or withhold, or require the Participant to remit to the employer, an amount sufficient to satisfy withholding requirements with respect to applicable federal, state, local, foreign or other governmental taxes or charges (including, without limitation, income, payroll and excise taxes) and to take such other action as may be necessary to satisfy any such withholding obligations. 10. Compliance with EESA . To the extent that the Participant and the Performance Stock Units are subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended, and any regulations, guidance or interpretations that may from time to time be promulgated thereunder (“ EESA ”), then any payment of any kind provided for by, or accrued with respect to, the Performance Stock Units must comply with EESA, and the Agreement and the Plan will be interpreted or reformed to so comply. If requested by Primerica, the Participant Performance Stock Unit Award Agreement Approved as of February 24, 2016 5 will grant to the U.S. Treasury Department (or other body of the U.S. government) and to Primerica a waiver in a form acceptable to the U.S. Treasury Department (or other body) and Primerica releasing the U.S. Treasury Department (or other body) and Primerica from any claims that the Participant may otherwise have a s a result of the issuance of any regulations, guidance or interpretations that adversely modify the terms of the Performance Stock Units that would not otherwise comply with the executive compensation and corporate governance requirements of EESA or any s ecurities purchase agreement or other agreement entered into between Primerica or its affiliates and the U.S. Treasury Department (or other body) pursuant to EESA. 11. Entire Agreement . The Agreement and the Plan constitute the entire understanding between Primerica and the Participant regarding the Performance Stock Units and supersede all previous written, oral, or implied understandings between the parties hereto about the subject matter hereof. 12. No Right to Employment . Nothing contained herein, in the Plan, or in any prospectus shall confer upon the Participant any rights to continued employment or employment in any particular position, at any specific rate of compensation, or for any particular period of time. 13. Arbitration . Any disputes related to the Performance Stock Units shall be resolved by arbitration in accordance with Primerica’s arbitration policies. In the absence of an effective arbitration policy, the Participant acknowledges and agrees that any dispute related to the Performance Stock Units shall be submitted to arbitration in accordance with the Commercial Rules of the American Arbitration Association, if so elected by Primerica in its sole discretion. 14. Conflict . In the event of a conflict between the Agreement and the Plan, the Plan shall control. 15. Governing Law . The Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. 16. Internal Revenue Code Section 409A . The intent of the parties is that the payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and regulations and other official guidance issued thereunder (“ Code Section 409A ”), to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance with Code Section 409A. Consistent with such intent, references to the Participant’s termination of employment or words of similar import as used in this Agreement shall mean the Participant’s “separation from service” as such term is used in Code Section 409A. In the case of a Participant who is a “specified employee” (as such term is used in Code Section 409A), amounts payable upon the Participant’s separation from service shall be, to the extent required under Code Section 409A, made on the date that is six (6) months following the date of the Participant’s employment termination (or, if earlier, the date of the Participant’s death). Each installment or other payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. To the extent that payments and benefits under this Agreement are nonqualified deferred compensation subject to Code Section 409A and are contingent upon the Participant’s taking any employment-related action, including without limitation execution (and nonrevocation) of Performance Stock Unit Award Agreement Approved as of February 24, 2016 6 another agreement, such as a release agreement, and the period within which such action(s) may be taken by the Participant would begin in one calendar year and expire in the following calendar year, then such amounts or benefits shall be paid in such following calendar year. 17. Successors and Assigns . This Agreement shall be binding on all successors and assigns of the Participant, including, without limitation, the estate of the Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors. This Agreement shall be binding on Primerica and its successors and assigns. 18. Reimbursement or Cancellation of Certain Awards . The Performance Stock Units will be subject to repayment by the Participant to Primerica (i) to the extent set forth in the Plan and (ii) to the extent the Participant is, or in the future becomes, subject to (a) any other Primerica or affiliate “clawback” or recoupment policy that is adopted to comply with the requirements of any applicable laws, rules or regulations, or otherwise or (b) any applicable laws which impose mandatory recoupment, under circumstances set forth in such applicable laws. Further, in the event that the Committee determines that the Performance Stock Units would not have been granted, vested or paid absent fraud or misconduct of the Participant, the Committee, in its discretion, shall take such action as it deems necessary or appropriate to address the fraud or misconduct. Such actions may include, without limitation and to the extent permitted by applicable law, in appropriate cases, causing the partial or full cancellation of any Performance Stock Units granted to the Participant or requiring partial or full repayment of the value of the Common Stock acquired on settlement of the Performance Stock Units, in each case as the Committee determines to be in the best interests of Primerica. Performance Stock Unit Award Agreement Approved as of February 24, 2016 7 EXH IBIT A Performance Goals and Payout Matrix Threshold Target Maximum Payout Factor (50%)(100%)(150%) Performance Range 80% of Target 100% of Target 120% of Target Average Operating ROAE from 2016-2018 14.8%18.5%22.2% Performance Stock Unit Award Agreement Approved as of February 24, 2016 Exhibit 10.29 PRIMERICA, INC. EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT Primerica, Inc. (“ Primerica ”) hereby grants to [NAME] (the “ Participant ”) Stock Units (the “ Restricted Stock Units ”) pursuant to the Primerica, Inc. Amended and Restated 2010 Omnibus Incentive Plan (the “ Plan ”), subject to the conditions and restrictions detailed in the Plan and in this Employee Restricted Stock Unit Award Agreement (the “ Award Agreement ”). Terms applicable to the Restricted Stock Units are contained in the Plan and in this Award Agreement (the “ Agreement ”). Capitalized terms not defined herein shall have the meaning assigned to such terms in the Plan. 1. Grant of Restricted Stock Units . Grant Date:February 24, 2016 Number of Restricted Stock Units:[# UNITS] Vesting Dates (one-third of the Restricted Stock Units vest on each Vesting Date): March 1, 2017 March 1, 2018 March 1, 2019 Payment Dates:Each Vesting Date 2. Vesting and Delivery . Each Restricted Stock Unit represents an unfunded, unsecured promise by Primerica to deliver one share of Primerica’s common stock, par value $.01 per share (“ Common Stock ”), subject to the terms and conditions contained in this Agreement and the Plan. The Restricted Stock Units shall, except as provided in Section 3 below, become vested on the Vesting Dates set forth in Section 1, and the Restricted Stock Units so vesting shall be settled by delivery of shares of Common Stock as of the Payment Date with respect to each such Vesting Date. Such delivery of shares of Common Stock by Primerica shall discharge it of all of its duties and obligations under this Agreement and the Plan with respect to such vested Restricted Stock Units. 3. Termination of Employment . Notwithstanding anything to the contrary herein, upon a termination of the Participant’s employment, the Restricted Stock Units shall be treated as follows: (a) Voluntary Resignation; Termination by Primerica for Cause . If the Participant voluntarily terminates employment with Primerica (other than upon a Retirement as described in Section 3(c)) or if Primerica terminates the Participant’s employment for Cause, vesting of the Restricted Stock Units will cease on the date the Participant’s employment is so terminated, the unvested portion of the Restricted Stock Units (if any) will be canceled and the Participant shall have no further rights of any kind with respect to any unvested Restricted Stock Units. Employee Restricted Stock Unit Restated Award Agreement Approved as of February 24, 2016 (b) Termination by Primerica Other than for Cause . I f the Participant’s employment is terminated by Primerica for any reason other than Cause (including without limitation following completion of the Participant’s approved disability leave pursuant to the Primerica disability policy (the “ Disability Policy ” ), the unvested portion of the Restricted Stock Units (if any) will vest as of the termination date. (c) Retirement . If the Participant voluntarily terminates employment with Primerica after having attained at least the age of 55 and with the sum of the Participant’s age (in whole years) plus the Participant’s Years of Service (as defined below) equaling 75 or more on the date of such termination (a “ Retirement ”), the unvested portion of the Restricted Stock Units (if any) will vest as of the date of the Participant’s Retirement. For purposes of this Agreement, the term “ Years of Service ” shall mean the total number of years the Participant’s period of service to Primerica and any Subsidiary as of the date the Participant terminates employment. (d) Death . If the Participant’s employment is terminated upon the Participant’s death, the unvested portion of the Restricted Stock Units (if any) will vest as of the termination date. (e) Payment Date . In the event of the Participant’s termination of employment as described in subsection (b), (c) or (d) of this Section 3, any previously unpaid Restricted Stock Units shall be settled by delivery to the Participant of shares of Common Stock on the sixtieth (60 th ) day following the Participant’s termination of employment; provided that, to the extent necessary to comply with Code Section 409A (as defined in Section 14 below), in the case of a Participant who is a “specified employee” (as such term is used in Code Section 409A), such payment shall be made on the date that is six (6) months following the date of the Participant’s employment termination (or, if earlier, the date of the Participant’s death). Delivery of shares of Common Stock by Primerica shall discharge it of all of its duties and obligations under this Agreement and the Plan with respect to the Participant’s Restricted Stock Units. (f) Release Agreement . Notwithstanding the foregoing, payment of the Participant’s previously unvested Restricted Stock Units upon termination of employment as described in subsection (b) or (c) above shall be subject to and conditioned upon the Participant having executed a waiver of claims and general release of Primerica, in a form reasonably acceptable to Primerica, and for which any revocation rights have expired, before the end of the sixty (60) day period described in subsection (e). If a Participant fails or refuses to execute such a waiver of claims and general release, or timely revokes a previously executed waiver of claims and general release, before the end of such sixty (60) day period, such amounts will not vest as described in subsection (b) or (c) above, and the unvested portion of the Restricted Stock Units will be cancelled, and the Participant shall have no further rights with respect to any unvested Restricted Stock Units. 4. Stockholder Rights . The grant of Restricted Stock Units does not entitle the Participant to any rights of a stockholder of Common Stock, including dividends or voting rights, until such time as the Restricted Stock Units are settled in Common Stock. However, prior to the delivery of the shares of Common Stock, for so long as the Participant remains actively employed by the Company or a Subsidiary, the Participant shall have the right to receive dividend equivalent payments in an amount equal to all dividends or other distributions payable 2 Employee Restricted Stock Unit Restated Award Agreement Approved as of February 24, 2016 with respect to the equivalent number of shares of Common Stock, which shall be payable at such time as the dividends and other distributions are payable to Primerica shareholders. 5. Nontransferable . As provided by the terms of the Plan, no rights granted under this Agreement, nor any shares of Common Stock issuable pursuant to this Agreement, shall be transferable or assignable by the Participant (or by any other person), other than by will or by the laws of descent and distribution, and they may not be pledged or hypothecated in any way, prior to the issuance and delivery of the shares of Common Stock pursuant to this Agreement. Any attempted transfer, assignment, pledge or other disposition contrary to the provisions of the Plan and this Agreement shall be null and void and without legal effect. 6. Consent to Electronic Delivery . In lieu of receiving documents in paper format, by receipt of the Restricted Stock Units, the Participant consents, to the fullest extent permitted by law, to electronic delivery of any documents that Primerica may be required to deliver (including, but not limited to, stock certificates, prospectuses, prospectus supplements, grant or award notifications and agreements and all other forms or communications) in connection with the Restricted Stock Units. Electronic delivery of a document to the Participant may be via a Primerica e-mail system or by reference to a location on an Internet site to which the Participant has access. 7. Tax Withholding . The Participant shall be responsible for any applicable taxes and penalties, and any interest that accrues thereon, incurred in connection with the Restricted Stock Units, including the payment of any dividends with respect thereto. Primerica or a Subsidiary employing the Participant has the authority and the right to deduct or withhold, or require the Participant to remit to the employer, an amount sufficient to satisfy withholding requirements with respect to applicable federal, state, local, foreign or other governmental taxes or charges (including, without limitation, income, payroll and excise taxes) and to take such other action as may be necessary to satisfy any such withholding obligations. 8. Compliance with EESA . To the extent that the Participant and the Restricted Stock Units are subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended, and any regulations, guidance or interpretations that may from time to time be promulgated thereunder (“ EESA ”), then any payment of any kind provided for by, or accrued with respect to, the Restricted Stock Units must comply with EESA, and the Agreement and the Plan will be interpreted or reformed to so comply. If requested by Primerica, the Participant will grant to the U.S. Treasury Department (or other body of the U.S. government) and to Primerica a waiver in a form acceptable to the U.S. Treasury Department (or other body) and Primerica releasing the U.S. Treasury Department (or other body) and Primerica from any claims that the Participant may otherwise have as a result of the issuance of any regulations, guidance or interpretations that adversely modify the terms of the Restricted Stock Units that would not otherwise comply with the executive compensation and corporate governance requirements of EESA or any securities purchase agreement or other agreement entered into between Primerica or its affiliates and the U.S. Treasury Department (or other body) pursuant to EESA. 9. Entire Agreement . The Agreement and the Plan constitute the entire understanding between Primerica and the Participant regarding the Restricted Stock Units and 3 Employee Restricted Stock Unit Restated Award Agreement Approved as of February 24, 2016 supersede all previous written, oral, or implied understandings between the parties hereto about the subject matter hereof. 10. No Right to Employment . Nothing contained herein, in the Plan, or in any prospectus shall confer upon the Participant any rights to continued employment or employment in any particular position, at any specific rate of compensation, or for any particular period of time. 11. Arbitration . Any disputes related to the Restricted Stock Units shall be resolved by arbitration in accordance with Primerica’s arbitration policies. In the absence of an effective arbitration policy, the Participant acknowledges and agrees that any dispute related to the Restricted Stock Units shall be submitted to arbitration in accordance with the Commercial Rules of the American Arbitration Association, if so elected by Primerica in its sole discretion. 12. Conflict . In the event of a conflict between the Agreement and the Plan, the Plan shall control. 13. Governing Law . The Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. 14. Internal Revenue Code Section 409A . The intent of the parties is that the payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and regulations and other official guidance issued thereunder (“ Code Section 409A ”), to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance with Code Section 409A. References to the Participant’s termination of employment or words of similar import as used in this Agreement shall mean the Participant’s “separation from service” as such term is used in Code Section 409A. Each installment or other payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. To the extent that payments and benefits under this Agreement are nonqualified deferred compensation subject to Code Section 409A and are contingent upon the Participant’s taking any employment-related action, including without limitation execution (and nonrevocation) of another agreement, such as a release agreement, and the period within which such action(s) may be taken by the Participant would begin in one calendar year and expire in the following calendar year, then such amounts or benefits shall be paid in such following calendar year. 15. Successors and Assigns . This Agreement shall be binding on all successors and assigns of the Participant, including, without limitation, the estate of the Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors. This Agreement shall be binding on Primerica and its successors and assigns. 16. Reimbursement or Cancellation of Certain Awards . The Restricted Stock Units will be subject to repayment by the Participant to Primerica (i) to the extent set forth in the Plan and (ii) to the extent the Participant is, or in the future becomes, subject to (a) any other Primerica or affiliate “clawback” or recoupment policy that is adopted to comply with the requirements of any applicable laws, rules or regulations, or otherwise or (b) any applicable laws 4 Employee Restricted Stock Unit Restated Award Agreement Approved as of February 24, 2016 which impose mandatory recoupment, under circumstances set forth in such applicable laws. Further, in the event that the Committee determines that the Restricted Stock Units would not have been granted, vested or paid absent fraud or misconduct of the Participant, the Committee, in its discretion, shall take such action as it deems necessary or appropriate to address the fraud or misconduct. Such actions may include, without limitation and to the extent permitted by applicable law, in appropriate cases, causing the partial or full cancellation of any Restricted Stock Units granted to the Participant or requiring partial or full repayment of the value of the Common Stock acquired on sett lement of the Restricted Stock Units, in each case as the Committee determines to be in the best interests of Primerica. 5 Employee Restricted Stock Unit Restated Award Agreement Approved as of February 24, 2016 Exhibit 10.33 PRIMERICA, INC. Nonqualified Stock Option Award Agreement Primerica, Inc. (“ Primerica ”) hereby grants to [NAME] (the “ Participant ”) Non-Qualified Stock Options (the “ Options ”) pursuant to the Primerica, Inc. Amended and Restated 2010 Omnibus Incentive Plan (the “ Plan ”), subject to the conditions and restrictions detailed in the Plan and in this Nonqualified Stock Option Award Agreement (the “ Award Agreement ”). Terms applicable to the Options are contained in the Plan and in this Award Agreement (the “ Agreement ”). Capitalized terms not defined herein shall have the meaning assigned to such terms in the Plan. 1.Grant of Options . Grant Date:February 24, 2016 Number of Options:[# SHARES] Exercise Price:$41.88 Vesting Dates (one-third of the Options vesting on each vesting date): March 1, 2017 March 1, 2018 March 1, 2019 Expiration Date February 24, 2026 2.Termination of Employment . Notwithstanding anything to the contrary herein, upon a termination of the Participant’s employment, the Options shall be treated as follows: (a) Voluntary Resignation; Termination for Cause . If the Participant voluntarily terminates employment with Primerica for any reason (other than upo n a Retirement as described in Section 3(d)), or if Primerica terminates the Participant’s employment for Cause, vesting of the Options will cease on the date the Participant’s employment is so terminated, the unvested portion of the Options (if any) will be immediately cancelled and the Participant shall have no further rights of any kind with respect to any unvested Options. Any portion of the Options that have previously vested (and remain unexercised) on the date such Participant’s employment terminates may be exercised by the Participant until the earlier of (i) 30 days after the date of the Participant’s employment termination and (ii) the Expiration Date specified in Section 1. Any vested Options not exercised by such date will be cancelled and the Participant shall have no further rights of any kind with respect to any of the Options. (b) Death or Involuntary Termination Other than for Cause . If the Participant’s employment is terminated by Primerica for any reason other than Cause (other than following the Participant’s disability, as described below), or upon the Participant’s death, the unvested portion of the Options (if any) will vest as of the termination date. In such event, the Participant’s unexercised Options may be exercised until the earlier of (i) three years after the date of the Participant’s employment termination and (ii) the Expiration Date specified in Section 1. Any Options not exercised by such date will be cancelled and the Participant shall have no further rights of any kind with respect to any of the Options. Employee Nonqualified Stock Option Award Agreement Approved as of February 24, 2016 (c) Disability . The Options will continue to vest during the first 12 months of the Participant’s approved disability leave pursuant to the Primerica disability policy applicable to the Participant (the “ Disability Po licy ”). If the Participant remains on an approved disability leave for more than one year pursuant to the Disability Policy, the unvested portion of the Options (if any) will vest as of the first anniversary of the commencement of such approved disability leave. In such event, the Participant’s unexercised Options may be exercised until the earlier of (i) the third anniversary of the commencement of such approved disability leave and (ii) the Expiration Date specified in Section 1. Any Options not exerci sed by such date will be cancelled and the Participant shall have no further rights of any kind with respect to any of the Options. (d) Retirement . If the Participant voluntarily terminates employment with Primerica after having attained at least the age of 55 and with the sum of the Participant’s age (in whole years) plus the Participant’s Years of Service (as defined below) equaling 75 or more on the date of such termination (a “ Retirement ”), the unvested Options (if any) will vest as of the date of such Retirement. For purposes of this Agreement, the term “ Years of Service ” shall mean the total number of years the Participant’s period of service to Primerica and any Subsidiary as of the date the Participant terminates employment. In such event, the Participant’s unexercised Options may be exercised until the earlier of (i) three years after the date of the Participant’s employment termination and (ii) the Expiration Date specified in Section 1. Any Options not exercised by such date will be cancelled and the Participant shall have no further rights of any kind with respect to any of the Options. 3.Stockholder Rights . The Participant shall not have any of the rights of a holder of shares of Common Stock with respect to the Options until the Options are ve sted and exercised including, without limitation, the right to vote such shares and the right to receive dividends or other distributions with respect to such shares. 4.Exercise of Options . The vested portion of the Options may be exercised in whole or in part (but in no event with respect to a fractional share) in any of the methods of exercise and forms of payment permitted by the Committee pursuant to the terms of the Plan. A completed exercise form, electronic or otherwise, in such form as specified by the Committee, shall be accompanied by payment in full for the Options that the Participant desires to purchase through such exercise and provision for all applicable withholding taxes. Such exercise shall be effective on the date the properly completed exercise form and payment in full are actually received by Primerica. 5.Delivery of Shares . As promptly as practicable after receipt by Primerica of such exercise form and the full purchase price for the Options and provision for applicable withholding taxes, Primerica shall cause to be issued to the Participant stock certificate(s) for the number of shares of Common Stock being purchased, which shall evidence fully paid and nonassessable shares. Primerica’s delivery of Common Stock following exercise of all of the Options shall discharge all of its duties and responsibilities under this Agreement. 6.Nontransferable . As provided by the terms of the Plan, no rights granted under this Agreement, nor any shares of Common Stock issued in connection with exercise of the Options during a period of restriction or transferability, if any, shall be transferable or assignable 2 Employee Nonqualified Stock Option Award Agreement Approved as of February 24, 2016 by the Participant (or by any other person), and they may not be pledged or hypotheticated in any way, except as described herein. All rights granted under this Agreement shall be exercisable during the Participant’s lifetime only by the Participant; provided that, the Participant may during his lifetime transfer rights granted hereunder, or shares of Common Stock issued hereunder during a perio d of restriction or transferability, if any, to a “family member” (as defined by the general instructions to Form S-8 under the Securities Act of 1933), in which event such rights shall be exercised by such transferee(s), subject to such conditions and lim itations as the Committee may prescribe. If any portion of the Options remains exercisable after the death of the Participant, the personal representative of the Participant’s estate, or recipient thereunder pursuant to the terms of the Participant’s will or the applicable laws of descent and distribution, thereafter shall be treated as the Participant under this Agreement. Any attempted transfer, assignment, pledge or other disposition, or exercise contrary to the provisions of this Agreement, shall be n ull and void and without legal effect. 7.Consent to Electronic Delivery . In lieu of receiving documents in paper format, by receipt of the Options, the Participant consents, to the fullest extent permitted by law, to electronic delivery of any documents tha t Primerica may be required to deliver (including, but not limited to, stock certificates, prospectuses, prospectus supplements, grant or award notifications and agreements and all other forms or communications) in connection with the Options. Electronic delivery of a document to the Participant may be via a Primerica e-mail system or by reference to a location on an Internet site to which the Participant has access. 8.Tax Withholding . The Participant shall be solely responsible for any applicable taxes (in cluding, without limitation, income, payroll and excise taxes) and penalties, and any interest that accrues thereon, incurred in connection with the Options. Upon exercise of the Options, Primerica shall have the right to require payment of, or may deduct or sell a number of shares sufficient to cover, withholding of any applicable federal, state, local, foreign or other governmental taxes or charges required by law and to take such other action as may be necessary to satisfy any such withholding obligations. 9.Compliance with EESA . To the extent that the Participant and the Options are subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended, and any regulations, guidance or interpretations that may from time to time be promulgated thereunder (“ EESA ”), then any payment of any kind provided for by, or accrued with respect to, the Options must comply with EESA, and the Agreement and the Plan will be interpreted or reformed to so comply. If requested by Primerica, the Participant will grant to the U.S. Treasury Department (or other body of the U.S. government) and to Primerica a waiver in a form acceptable to the U.S. Treasury Department (or other body) and Primerica releasing the U.S. Treasury Department (or other body) and Primerica from any claims that the Participant may otherwise have as a result of the issuance of any regulations, guidance or interpretations that adversely modify the terms of the Options that would not otherwise comply with the executive compensation and corporate governance requirements of EESA or any securities purchase agreement or other agreement entered into between Primerica or its affiliates and the U.S. Treasury Department (or other body) pursuant to EESA. 10.Entire Agreement . The Agreement and the Plan constitute the entire understanding between Primerica and the Participant regarding the Options and supersede all 3 Employee Nonqualified Stock Option Award Agreement Approved as of February 24, 2016 previous written, oral, or implied understandings between the parties hereto about the subject matter hereof. 11.No Right to Employment . Nothing contained herein, in the Plan, or in any prospectus shall confer upon the Participant any rights to continued employment or employment in any particular position, at any specific rate of compensation, or for any particular period of time. 12.Arbitration . Any disputes related to the Options shall be resolved by arbitration in accordance with Primerica’s arbitration policies. In the absence of an effective arbitration policy, the Participant acknowledges and agrees that any dispute related to the Options shall be submitted to arbitration in accordance with the Commercial Rules of the American Arbitration Association, if so elected by Primerica in its sole discretion. 13.Conflict . In the event of a conflict between the Agreement and the Plan, the Plan shall control. 14.Governing Law . The Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. 15.Internal Revenue Code Section 409A . The intent of the parties is that the Options granted hereunder be exempt from Section 409A of the Code, and, to the maximum extent permitted, the Agreement and the Plan shall be interpreted and be administered accordingly. 16.Successors and Assigns . The Agreement shall be binding on all successors and assigns of the Participant, including, without limitation, the estate of the Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors. 17.Reimbursement or Cancellation of Certain Awards . The Options will be subject to repayment by the Participant to Primerica (i) to the extent set forth in the Plan and (ii) to the extent the Participant is, or in the future becomes, subject to (a) any other Primerica or affiliate “clawback” or recoupment policy that is adopted to comply with the requirements of any applicable laws, rules or regulations, or otherwise or (b) any applicable laws which impose mandatory recoupment, under circumstances set forth in such applicable laws. Further, in the event that the Committee determines that the Options (to the extent granted based on the achievement of performance metrics) would not have been granted, vested or paid absent fraud or misconduct of the Participant, the Committee, in its discretion, shall take such action as it deems necessary or appropriate to address the fraud or misconduct. Such actions may include, without limitation and to the extent permitted by applicable law, in appropriate cases, causing the partial or full cancellation of any Options granted to the Participant or requiring partial or full repayment of the value of the Common Stock acquired on settlement of the Options, in each case as the Committee determines to be in the best interests of Primerica. 18.Binding Effect . This Option shall be binding upon Primerica and the Participant and their respective heirs, executors, administrators and successors. 4 Employee Nonqualified Stock Option Award Agreement Approved as of February 24, 2016 EXHIBIT 12.1 Primerica, Inc. Computation of Earnings to Fixed Charges Ratios (In thousands, except ratios) 2016 2015 2014 2013 2012 Earnings: 1. Income from continuing operations before income taxes $337,595 $290,981 $275,722 $245,006 $266,122 Fixed charges: 2. Interest expense 28,691 33,507 34,570 35,018 33,101 3. Interest credited on investment-type contracts 6,930 7,157 7,277 7,612 8,300 4. Interest factor on rental expense 516 534 573 613 513 5. Total fixed charges (2 + 3 + 4) 36,137 41,198 42,420 43,243 41,914 6. Earnings before fixed charges (1 + 5) $373,732 $332,179 $318,142 $288,249 $308,036 Ratios: 7. Earnings to total fixed charges (6 / 5) 10.3 8.1 7.5 6.7 7.3 (1)For purposes of determining interest expense in calculating the ratio of earnings to fixed charges, Primerica, Inc. excludes interest contractually charged on a surplus note that was issued by a wholly owned subsidiary in exchange for an equivalent principal-value held-to-maturity security that contractually earns an equal and offsetting amount of interest income. EXH 12.1-1 EXHIBIT 21.1 EXHIBIT 21.1 Subsidiaries of the Registrant Name Jurisdiction of Incorporation or Organization Primerica Life Insurance Company Massachusetts Primerica Financial Services, Inc. Nevada PFS Investments Inc. Georgia Primerica Financial Services (Canada) Ltd. Canada Primerica Life Insurance Company of Canada Canada National Benefit Life Insurance Company New York Peach Re, Inc. Vermont Vidalia Re, Inc. Vermont EXH 21.1-1 EXHIBIT 23.1 Consent of Independent Registered Public Accounting Firm The Board of Directors Primerica, Inc.: We consent to the incorporation by reference in the registration statement Nos. 333‑165834 and 333-176508 on Form S-8 and No. 333-209857 on Form S-3 of Primerica, Inc. of our reports dated February 27, 2017, with respect to the consolidated balance sheets of Primerica, Inc. and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2016, and all related financial statement schedules, and the effectiveness of internal control over financial reporting as of December 31, 2016, which reports appear in the December 31, 2016 annual report on Form 10‑K of Primerica, Inc. /s/ KPMG LLP Atlanta, Georgia February 27, 2017 EXH 23.1-1 EXHIBIT 31.1 Certification of Chief Executive Officer I, Glenn J. Williams, Chief Executive Officer of Primerica, Inc., certify that: 1. I have reviewed this annual report on Form 10-K of Primerica, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date:February 27, 2017 /s/ Glenn J. Williams Glenn J. Williams Chief Executive Officer EXH 31.1-1 EXHIBIT 31.2 Certification of Chief Financial Officer I, Alison S. Rand, Executive Vice President and Chief Financial Officer of Primerica, Inc., certify that: 1. I have reviewed this annual report on Form 10-K of Primerica, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date:February 27, 2017 /s/ Alison S. Rand Alison S. Rand Executive Vice President and Chief Financial Officer EXH 31.2-1 EXHIBIT 32.1 Certification of CEOs and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report on Form 10-K of Primerica, Inc. (the “Company”) for the period ended December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Glenn J. Williams, as Chief Executive Officer of the Company, and I, Alison S. Rand, as Executive Vice President and Chief Financial Officer of the Company, each hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1)To my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Glenn J. Williams Name: Glenn J. Williams Title: Chief Executive Officer Date: February 27, 2017 /s/ Alison S. Rand Name: Alison S. Rand Title: Executive Vice President and Chief Financial Officer Date: February 27, 2017 EXH 32.1-1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34680 Primerica, Inc. (Exact name of registrant as specified in its charter) Delaware 27-1204330 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1 Primerica Parkway Duluth, Georgia 30099 (Address of principal executive offices) (ZIP Code) Registrant’s telephone number, including area code: (770) 381-1000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $0.01 Par Value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No The aggregate market value of the voting common equity held by non-affiliates of the registrant as of June 30, 2017, was $3,395,813,718. The number of shares of the registrant’s Common Stock outstanding at January 31, 2018, with $0.01 par value, was 44,311,634. Documents Incorporated By Reference Certain information contained in the Proxy Statement for the Company’s Annual Meeting of Stockholders to be held on May 16, 2018 is incorporated by reference into Part III hereof. TABLE OF CONTENTS Page PART I 1 Item 1. Business 1 Item 1A. Risk Factors 31 Item 1B. Unresolved Staff Comments 31 Item 2. Properties 32 Item 3. Legal Proceedings 32 Item 4. Mine Safety Disclosures 32 Item X. Executive Officers and Certain Significant Employees of the Registrant 32 PART II 34 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 34 Item 6. Selected Financial Data 37 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 38 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 58 Item 8. Financial Statements and Supplementary Data 60 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 97 Item 9A. Controls and Procedures 97 Item 9B. Other Information 99 PART III 100 Item 10. Directors, Executive Officers and Corporate Governance 100 Item 11. Executive Compensation 100 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 100 Item 13. Certain Relationships and Related Transactions, and Director Independence 101 Item 14. Principal Accounting Fees and Services 101 PART IV 102 Item 15. Exhibits, Financial Statement Schedules 102 Signatures 116 i CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS Investors are cautioned that certain statements contained in this report as well as some statements in periodic press releases and some oral statements made by our officials during our presentations are “forward-looking” statements. Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements, and may contain the words “expect”, “intend”, “plan”, “anticipate”, “estimate”, “believe”, “will be”, “will continue”, “will likely result”, and similar expressions, or future conditional verbs such as “may”, “will”, “should”, “would”, and “could.” In addition, any statement concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible actions taken by us or our subsidiaries are also forward-looking statements. These forward-looking statements involve external risks and uncertainties, including, but not limited to, those described under the section entitled “Risk Factors” included herein. Forward-looking statements are based on current expectations and projections about future events and are inherently subject to a variety of risks and uncertainties, many of which are beyond the control of our management team. All forward-looking statements in this report and subsequent written and oral forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties include, among others: •our failure to continue to attract new recruits, retain sales representatives or license or maintain the licensing of our sales representatives would materially adversely affect our business, financial condition and results of operations; •there are a number of laws and regulations that could apply to our distribution model, which could require us to modify our distribution structure; •there may be adverse tax, legal or financial consequences if the independent contractor status of our sales representatives is overturned; •the Company’s or its independent sales representatives' violation of, or non-compliance with, laws and regulations and related claims and proceedings could expose us to material liabilities; •any failure to protect the confidentiality of client information could adversely affect our reputation and have a material adverse effect on our business, financial condition and results of operations; •we may face significant losses if our actual experience differs from our expectations regarding mortality or persistency; •the occurrence of a catastrophic event could materially adversely affect our business, financial condition and results of operations; •our insurance business is highly regulated, and statutory and regulatory changes may materially adversely affect our business, financial condition and results of operations; •a decline in the regulatory capital ratios of our insurance subsidiaries could result in increased scrutiny by insurance regulators and ratings agencies and have a material adverse effect on our business, financial condition and results of operations; •a significant ratings downgrade by a ratings organization could materially adversely affect our business, financial condition and results of operations; •the failure by any of our reinsurers or reserve financing counterparties to perform its obligations to us could have a material adverse effect on our business, financial condition and results of operations; •our Investment and Savings Products segment is heavily dependent on mutual fund and annuity products offered by a relatively small number of companies, and, if these products fail to remain competitive with other investment options or we lose our relationship with one or more of these companies, our business, financial condition and results of operations may be materially adversely affected; •the Company’s or its securities-licensed sales representatives' violations of, or non-compliance with, laws and regulations could expose us to material liabilities; •if heightened standards of conduct or more stringent licensing requirements, such as those proposed by the Securities and Exchange Commission and those adopted by the Department of Labor, are imposed on us or our sales representatives, or selling compensation is reduced as a result of new legislation or regulations, it could have a material adverse effect on our business, financial condition and results of operations; •if our suitability policies and procedures, or our policies and procedures for compliance with the Department of Labor’s fiduciary duty rule, were deemed inadequate, it could have a material adverse effect on our business, financial condition and results of operations; •our sales force support tools may fail to appropriately identify financial needs or suitable investment products; •non-compliance with applicable regulations could lead to revocation of our subsidiary's status as a non-bank custodian; •as our securities sales increase, we become more sensitive to performance of the equity markets; •if one of our significant information technology systems fails, if its security is compromised, or if the Internet becomes disabled or unavailable, our business, financial condition and results of operations may be materially adversely affected; •the current legislative and regulatory climate with regard to cybersecurity may adversely affect our business, financial condition, and results of operations; •in the event of a disaster, our business continuity plan may not be sufficient, which could have a material adverse effect on our business, financial condition and results of operations; •credit deterioration in, and the effects of interest rate fluctuations on, our invested asset portfolio and other assets that are subject to changes in credit quality and interest rates could materially adversely affect our business, financial condition and results of operations; •valuation of our investments and the determination of whether a decline in the fair value of our invested assets is other-than-temporary are based on estimates that may prove to be incorrect; ii •changes in accounting standards can be difficult to predict and could adversely impact how we record and report our financial condition and results of operations; •the effects of economic down cycles could materially adversely affect our business, financial condition and results of operations; •we are subject to various federal, state and provincial laws and regulations in the United States and Canada, changes in which or violations of which may require us to alter our business practices and could materially adversely affect our business, financial condition and results of operations; •litigation and regulatory investigations and actions may result in financial losses and harm our reputation; •the current legislative and regulatory climate with regard to financial services may adversely affect our business, financial condition, and results of operations; •the inability of our subsidiaries to pay dividends or make distributions or other payments to us in sufficient amounts would impede our ability to meet our obligations and return capital to our stockholders; •a significant change in the competitive environment in which we operate could negatively affect our ability to maintain or increase our market share and profitability; •the loss of key employees and sales force leaders could negatively affect our financial results and impair our ability to implement our business strategy; •we may be materially adversely affected by currency fluctuations in the United States dollar versus the Canadian dollar; and •the market price of our common stock may fluctuate. Developments in any of these areas could cause actual results to differ materially from those anticipated or projected or cause a significant reduction in the market price of our common stock. The foregoing list of risks and uncertainties may not contain all of the risks and uncertainties that could affect us. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur. Accordingly, undue reliance should not be placed on these statements. We undertake no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law. iii P ART I I TEM 1.BUSINESS. Primerica, Inc. (“Primerica”, “we”, “us” or the “Parent Company”) is a leading distributor of financial products to middle-income households in the United States and Canada with 126,121 licensed sales representatives at December 31, 2017. We assist our clients in meeting their needs for term life insurance, which we underwrite, and mutual funds, annuities, managed investments and other financial products, which we distribute primarily on behalf of third parties. We insured approximately five million lives and have over two million client investment accounts at December 31, 2017. Our distribution model uniquely positions us to reach underserved middle-income consumers in a cost-effective manner and has proven itself in both favorable and challenging economic environments. Our mission is to serve middle-income families by helping them make informed financial decisions and providing them with a strategy and means to gain financial independence. Our distribution model is designed to: •Address our clients’ financial needs. Our licensed sales representatives primarily use our proprietary financial needs analysis tool (“FNA”) and an educational approach to demonstrate how our product offerings can assist clients to provide financial protection for their families, save for their retirement and other needs, and manage their debt. Typically, our clients are the friends, family members and personal acquaintances of our sales representatives. Meetings are generally held in informal, face-to-face settings, usually in the clients’ homes. •Provide a business opportunity. We provide an entrepreneurial business opportunity for individuals to distribute financial products. Low entry fees as well as the ability to select their own schedules and time commitments allow our sales representatives to supplement their income by starting their own independent businesses without leaving their current jobs. Our unique compensation structure, technology, sales support and back-office processing are designed to enable our sales representatives to successfully grow their independent businesses. We believe there is significant opportunity to meet the increasing array of financial services needs of our clients. We intend to leverage our sales force to provide additional products and services that meet such client needs, which will drive long-term value for all of our stakeholders. Our strategy is organized across four primary areas: •Maximizing sales force growth, leadership and productivity; •Broadening our protection product portfolio; •Providing offerings that enhance our Investment and Savings Products (“ISP”) business; and •Developing digital capabilities to deepen our client relationships. Corporate Structure We conduct our core business activities in the United States through three principal entities, all of which are direct or indirect wholly owned subsidiaries of the Parent Company: •Primerica Financial Services, Inc. (“PFS”), our general agency and marketing company; •Primerica Life Insurance Company (“Primerica Life”), our principal life insurance underwriting company; and •PFS Investments Inc. (“PFS Investments”), our investment and savings products company, broker-dealer and registered investment advisor. Primerica Life is domiciled in Tennessee, and its wholly owned subsidiary, National Benefit Life Insurance Company (“NBLIC”), is a New York-domiciled life insurance underwriting company. Prior to Primerica Life’s redomestication to Tennessee in December 2017, Primerica Life was a Massachusetts-domiciled life insurance underwriting company. We conduct our core business activities in Canada through three principal entities, all of which are indirect wholly owned subsidiaries of the Parent Company: •Primerica Life Insurance Company of Canada (“Primerica Life Canada”), our Canadian life insurance underwriting company; •PFSL Investments Canada Ltd. (“PFSL Investments Canada”), our Canadian licensed mutual fund dealer; and •PFSL Fund Management Ltd. (“PFSL Fund Management”), our Canadian investment funds manager. Primerica was incorporated in the United States as a Delaware corporation in October 2009 to serve as a holding company for the Primerica businesses (collectively, the “Company”). Our businesses, which prior to April 1, 2010, were wholly owned indirect subsidiaries of Citigroup Inc. (“Citigroup”), were transferred to us by Citigroup on April 1, 2010 in a reorganization pursuant to which we completed an initial public offering in April 2010 (the “IPO”). On March 31, 2010, we entered into certain coinsurance transactions to cede between 80% and 90% of the risks and rewards of our term life insurance policies that were in force at year-end 2009. We continue to administer all policies subject to these coinsurance agreements. 1 Our Clients Our clients are generally middle-income consumers, which we define as households with $30,000 to $100,000 of annual income. According to the 2016 U.S. Census Bureau Current Population Survey, the latest period for which data is available, almost 50% of U.S. households fall in this range. We believe that we understand the financial needs of the middle-income segment which include: •Many have inadequate or no life insurance coverage. Individual life insurance sales in the United States declined from 12.5 million policy sales in 1975 to 10.2 million policy sales in 2016, the latest period for which data is available, according to the Life Insurance Marketing and Research Association International, Inc. (“LIMRA”), a worldwide association of insurance and financial services companies. We believe that term life insurance, which we have provided to middle-income clients for many years, is generally the best option for them to meet their life insurance needs. •Many need help saving for retirement and other personal goals. Many middle-income families continually find it challenging to save for retirement and other goals. By developing personalized savings programs for our clients using our proprietary FNA and offering a wide range of mutual funds, annuities, managed investments and segregated fund products sponsored and managed by established firms, our sales representatives are well equipped to help clients develop long-term savings plans to address their financial needs. •Many need to reduce their consumer debt. Many middle-income families have numerous debt obligations from credit cards, auto loans, and home mortgages. We help our clients address these financial burdens by providing personalized and client-driven debt resolution techniques. •Many prefer to meet face-to-face when considering financial products. Historically, many middle-income consumers have indicated a preference to meet face-to-face when considering financial products or services. As such, we have designed our business model to address this preference in a cost-effective manner. Our Distribution Model Our distribution model, which is based on a traditional insurance agency model and borrows aspects from franchising and direct sales, is designed to reach and serve middle-income consumers efficiently by selling to customers through our sales representatives. Key characteristics of our unique distribution model include: •Independent entrepreneurs: Our sales representatives are independent contractors building and operating their own businesses. This business-within-a- business approach means that our sales representatives are entrepreneurs who take responsibility for selling products, recruiting and developing sales representatives, setting their own schedules and managing and paying the administrative expenses associated with their sales activities. •Flexible time commitment: By offering a flexible time commitment opportunity, we are able to attract a significant number of recruits who desire to earn supplemental income and generally concentrate on smaller-sized transactions typical of middle-income consumers. Our sales representatives are able to start their independent businesses for low entry fees, for which they receive technological support, pre-licensing training and access to licensing examination preparation programs. Our sales representatives sell or refer products directly to consumers, and therefore our business opportunity does not require recruits to purchase and resell our products. Most of our sales representatives begin selling products on a part-time basis, which enables them to hold jobs while exploring an entrepreneurial business opportunity with us. •Incentive to build distribution: When a sale is made, the selling representative receives a commission, as does the licensed representative who recruited him or her in most cases. Sales commissions are paid through several levels of the selling representative’s recruitment organization. This structure motivates existing sales representatives to grow our sales force and provides them with commission income from the sales completed by representatives in their sales organization. •Sales force leadership : A sales representative who has built a successful organization and has obtained his or her life insurance and securities licenses can achieve the sales designation of Regional Vice President (“RVP”), which qualifies him or her to a higher commission schedule. RVPs are independent contractors who open and operate offices for their sales organizations and devote their full-time attention to their businesses. RVPs also support and monitor the sales representatives, on whose sales they earn commissions, in achieving compliance with applicable regulatory requirements. RVPs’ efforts to expand their businesses are a primary driver of our success. •Innovative compensation structure: We have developed an innovative system for compensating our independent sales force that is contingent upon product sales. We advance to our sales representatives a significant portion of their insurance commissions upon their submission of an insurance application and the first month’s premium payment. In addition to being a source of motivation, this advance provides our sales representatives with immediate cash flow to offset costs associated with originating the business. In addition, monthly production bonuses are paid to RVPs whose sales organizations meet certain sales levels. With compensation tied to sales activity, our compensation approach accommodates varying degrees of individual productivity, which allows us to effectively use a large group of part-time sales representatives while providing a variable cost structure. In addition, we incentivize our RVPs with quarterly restricted stock units based largely on sales production (“equity-based compensation”), which aligns their interests with those of our stockholders. •Large, dynamic sales force: Members of our sales force primarily serve their friends, family members and personal acquaintances through individually driven networking activities. We believe that this warm market approach is an effective way to distribute our product offerings because it facilitates face-to- face interaction initiated by a trusted acquaintance of the prospective client, which is difficult to replicate using other distribution approaches. Due to the large size of our sales force and 2 the active recruiting of new sales representatives, our sales force is able to continually access an expanding base of prospective clients without engaging costly media channels. •Motivational culture: In addition to the motivation for our sales representatives to achieve financial success, we seek to create a culture that inspires and rewards our sales representatives for their personal successes and those of their sales organizations through sales force recognition events and contests. We also use Intranet-streamed broadcasts and local, regional and national meetings to inform and teach our sales representatives, as well as facilitate camaraderie and the exchange of ideas across the sales force organization. These initiatives encourage and empower our sales representatives to develop their own successful sales organizations. •Inclusive culture : Building and maintaining an ethnically and demographically diverse sales force is important to us, as we believe our sales force reflects the middle market communities we serve. As the communities we serve become more diverse, our sales force does as well. Structure and Scalability of Our Sales Force New sales representatives are recruited by existing sales representatives. When these new recruits join our sales force, they become part of the sales organization of the sales representative who recruited them as well as the sales organizations to which the recruiting sales representative belongs. We encourage our sales representatives to bring in new recruits to build their own sales organizations, enabling them to earn commissions on sales made by members of their sales organizations. RVPs establish and maintain their own offices, which we refer to as field offices. Additionally, they are responsible for funding the costs of their administrative staff, marketing materials, travel, and training and certain recognition events for the sales representatives in their respective sales organizations. Field offices provide a location for our representatives to conduct recruiting meetings, training events and sales-related meetings, disseminate our Intranet-streamed broadcasts, conduct compliance functions, and house field office business records. Some business locations house more than one field office. At December 31, 2017, approximately 5,000 field offices in approximately 2,860 locations were managed by sales representatives that served as full-time RVPs. RVPs play a major role in training, motivating and monitoring their sales representatives. Because the sales representative’s compensation grows with the productivity of his or her sales organization, our distribution model provides financial rewards to sales representatives who successfully develop, support and monitor productive sales representatives. In addition to our commission structure, we offer the Primerica Ownership Program. This program provides qualifying RVPs a contractual right, upon meeting certain criteria, to transfer their Primerica businesses to another RVP or a qualifying family member at such time as they desire. Furthermore, we have developed proprietary tools and technology to enable our RVPs to reduce the time spent on administrative responsibilities associated with their sales organizations so they can devote more time to the sales, recruiting and training activities that drive our growth. We believe that our tools and technology, coupled with our sales compensation programs, further incentivize our sales representatives to become RVPs. Both the structure of our sales force and the capacity of our support capabilities provide us with a high degree of scalability as we grow our business. Our support systems and technology are capable of supporting a large sales force and a high volume of transactions. In addition, by sharing training and compliance activities with our RVPs, we are able to grow without incurring proportionate overhead expenses. Recruitment of Sales Representatives The recruitment of sales representatives is undertaken by our existing sales representatives, who identify prospects and share with them the benefits of associating with our organization. Our sales representatives showcase our organization as dynamic and capable of improving the lives of middle-income families. After the initial contact, prospective recruits typically are invited to an opportunity meeting, which is conducted by an RVP. The objective of an opportunity meeting is to inform prospective recruits about our mission and their opportunity to start their own business by becoming sales representatives. At the conclusion of each opportunity meeting, prospective recruits are asked to complete an application and pay a nominal fee to commence their pre-licensing training and licensing examination preparation programs and, depending on the state or province, to cover their licensing exam registration costs, which are provided by the Company generally at no additional charge. Recruits are not obligated to purchase any of the products we offer in order to become sales representatives, though they may elect to make such purchases. Recruits may become our clients or provide us with access to their friends, family members and personal acquaintances. As a result, we continually work to improve our systematic approach to recruiting and training new sales representatives. Similar to other distribution systems that rely upon part-time sales representatives and typical of the life insurance industry in general, we experience wide disparities in the productivity of individual sales representatives. Many new recruits do not get licensed, often due to the time commitment required to obtain licenses and various regulatory and licensing hurdles. Many of our licensed sales representatives are only marginally active, as there are no minimum life insurance production requirements. As a result, we plan for this disparate level of productivity and view a continuous recruiting cycle as a key component of our distribution model. Our distribution model is designed to address the varying productivity associated with our sales representatives by paying production-based compensation, emphasizing recruiting, and developing initiatives to address barriers to licensing new recruits. By providing 3 commissions to sales representatives on the sales generated by t heir sales organization, our compensation structure aligns the interests of our sales representatives with our interests in recruiting new representatives and creating sustainable sales production. The following table provides information on new recruits and life insurance-licensed sales representatives: Year ended December 31, 2017 2016 2015 Number of new recruits 303,867 262,732 228,115 Number of newly life insurance-licensed sales representatives 48,535 44,724 39,632 Number of life insurance-licensed sales representatives, at period end 126,121 116,827 106,710 Average number of life insurance-licensed sales representatives during period 121,291 111,843 101,660 We define new recruits as individuals who have submitted an application to join our sales force together with payment of the nominal fee to commence their pre- licensing training. Certain recruits may not meet the compliance standards to join our sales force, and others elect to withdraw prior to becoming active in our business. On average, it requires approximately three months for our sales representatives to complete the necessary applications and pre-licensing coursework and to pass the applicable state or provincial examinations to obtain a license to sell our term life insurance products. As a result, individuals recruited to join our sales force within a given fiscal period may not become licensed sales representatives or meet compliance standards until a subsequent period. Sales Force Motivation, Training, Communication and Sales Support Tools Motivating, training and communicating with our sales force are critical to our success and that of our sales force. Motivation: Through our proven system of sales force recognition events, contests and communications, we provide incentives that drive our results. Motivation is driven in part by our sales representatives’ desire to achieve higher levels of financial success by building their own businesses as Primerica sales representatives. The opportunity to help underserved middle-income households address financial challenges is also a significant source of motivation for many of our sales representatives, as well as for our management and home office employees. We motivate our sales representatives to succeed in their businesses by: •compensating our sales representatives for product sales made by them and their sales organizations; •training our sales representatives on financial fundamentals so they can confidently and effectively assist our clients; •reducing the administrative burden on our sales force, which allows them to devote more of their time to building a sales organization and selling products; and •creating a culture in which sales representatives are encouraged to achieve goals through the recognition of their sales and recruiting achievements, as well as those of their sales organizations. We conduct numerous local, regional and national meetings to help inform and motivate our sales force. In June 2017, we hosted our biennial international convention and associated meetings at the Indianapolis Convention Center and Lucas Oil Stadium in Indianapolis, Indiana, which was attended by approximately 40,000 people from the United States, Canada and Puerto Rico. Most of our new recruits and sales representatives who attended our biennial international convention did so at their own expense, which we believe further demonstrates their commitment to our organization and mission. Training, Communication and Sales Support Tools: Primerica Online (“POL”), delivered through a secure Intranet website and a cross-platform mobile application (“Primerica App”), is our primary tool designed to support a sales and distribution model that relies on a large group of predominantly part-time sales representatives and assist them in building their own businesses. We provide our sales representatives with communication, training, and sales support tools on POL that allow both new and experienced sales representatives to offer financial information and products to their clients. POL provides sales representatives with access to various business tracking and management tools, licensing support tools, product-specific training, and sales procedures and tools. Additionally, POL provides access to internal training programs and videos covering sales, management skills, business ownership, and compliance. We also use POL to provide real- time recognition of sales representatives’ successes and scoreboards for sales force production, contests and trips. In addition, POL is a gateway to our product providers and product support. Subscribers generally pay a small monthly fee to subscribe to POL, which helps cover the cost of developing new resources and maintaining this support system. A limited version of POL that provides access to Primerica e-mail, compliance and compensation information, newsletters and bulletins is available at no cost. The primary features and tools available on POL include: •Training and Licensing Tool s: POL provides sales representatives with access to study tools for life insurance and securities licensing examinations such as pre-licensing study materials, on-demand videos, personalized licensing study plans, exam simulators, progress tracking, and exam and license registration. POL also provides access to obtain online certifications to sell certain other distributed products. 4 •Communication Tool s: POL provides access t o marketing materials for our product offerings, Company news and events, live streaming shows, on- demand videos, home office bulletins, Primerica e-mail, contact lists, and a hosted professional business website for our sales representatives. We broadcast and deliver video content on POL through our own digital video channel, PFN TV. We create original broadcasts and videos that enable senior management to provide business updates to our sales force as well as training and motivational presentations. We br oadcast live programs hosted by home office management and selected RVPs that focus on new developments and provide motivational messages to our sales force. We also broadcast a training- oriented program to our sales force on a weekly basis and profile suc cessful sales representatives, allowing these individuals to educate and train other sales representatives by sharing their methods for success. •Sales Support and Client Management Tool s: -Our Financial Needs Analysis: Our FNA is a proprietary, needs-based analysis tool. The FNA gives our sales representatives the ability to collect and synthesize client financial data and develop a financial analysis for the client that is easily understood. The FNA helps our clients understand their financial needs in the areas of debt, financial protection, and savings as well as introduces prudent financial concepts, such as regular saving and accelerating the repayment of high cost credit card debt to help them reach their financial goals. The FNA also provides clients with a snapshot of their current financial position and identifies their life insurance, savings and debt resolution needs. -Our Point-of-Sale Application Tool: Our point-of-sale technology, TurboApps, is an internally developed system that streamlines the application process for our insurance and investment products. These applications populate client information from the FNA to eliminate redundant data collection and provide real-time feedback to eliminate incomplete and illegible applications. Integrated with our paperless field office management system described below and with our home office systems, TurboApps allows our RVPs and us to realize the efficiencies of straight-through- processing of application data and other information collected on our sales representatives’ mobile devices, which results in expedited processing of product sales. -Virtual Base Shop: In an effort to ease the administrative burden on RVPs and simplify sales force operations, we make available to RVPs a secure Intranet-based paperless field office management system as part of the POL subscription. This virtual office is designed to automate the RVP’s administrative responsibilities and can be accessed by subscribing sales representatives in an RVP’s immediate sales organization, which we refer to as his or her base shop. -Shareholder Account Manager (“SAM”): SAM is a web-based tool that allows our investment-licensed representatives to service client investments in mutual funds accessed through our transfer agent platform. -Client Relationship Manager (“CRM”) : Our CRM tool allows sales representatives and their upline RVPs to organize client information, such as personal contact info, product relationships, account details, notes, appointments and follow-ups, in one place to enable fast and convenient access for managing client relationships. -Primerica App: In 2018, we plan to launch a sales tool that will allow representatives to seamlessly move from a mobile life insurance application to a pre-filled investment application, streamlining the investment discussion. We expect this tool to help our sales representatives guide clients through the investment decision process and ultimately provide investment alternatives based on the client’s individual situation. Further, we believe the new technology will create efficiencies and drive long-term productivity as well as make the ISP business more attractive to sales representatives who are considering obtaining a securities license. In addition, our publications department produces materials to support, motivate and inform our sales force. We sell recruiting materials, sales brochures, business cards and stationery and provide communications services that include web design, print presentations, graphic design and script writing. We also produce a weekly mailing that includes materials promoting our current incentives, as well as the latest news about our product offerings. Performance-Based Compensation Structure Our commission structure is rooted in our origin as an insurance agency. Our sales representatives can receive compensation in multiple ways, including: •sales commissions and fees based on their personal sales, referrals, and client assets under management; •sales commissions based on sales and referrals by sales representatives in their sales organizations and fees based on client assets under management in their sales organizations; •bonuses and other compensation, including equity-based compensation, generated by their own sales performance, the aggregate sales performance of their sales organizations and other criteria; and •participation in our contests and other incentive programs. Our compensation structure pays a commission to the sales representative who sells the product and to several representatives above the selling representative within their sales organization. With respect to term life insurance sales, commissions are calculated based on the total first-year premium (excluding the policy fee) for all policies and riders up to a maximum premium. To motivate our sales force, we compensate sales representatives for term life insurance product sales as quickly as possible. We advance a majority of the insurance commission upon the submission of a completed application and the first month’s premium payment. As the client makes h is or her premium payments, the commission is earned by the sales representative and the commission advance is recovered by the Company. If premium payments are not made by the client and the policy terminates, any outstanding advance commission is charged 5 back to the sales representative. The chargeback, which only occurs in the first year of a policy, would equal that portion of the advance that was made, but not earned, by the sales representative because the client did not pay the full premium for the p eriod of time for which the advance was made to the sales representative. Chargebacks, which occur in the normal course of business, may be recovered by reducing any cash amounts otherwise payable to the sales representative. Sales representatives and representatives above them in their sales organizations are contractually obligated to repay us any commission advances that are ultimately not earned due to the underlying policy lapsing prior to the full commission being earned. Additionally, we hold back a portion of the commissions earned by our sales representatives as a reserve out of which we may recover chargebacks. The amounts held back are referred to as deferred compensation account commissions (“DCA commissions”). DCA commissions are available to reduce amounts owed to the Company by sales representatives. DCA commissions also provide a sales representative with a cushion against the chargeback obligations of representatives in their sales organization. DCA commissions, unless applied to amounts owed, are ultimately released to sales representatives. We pay most term life insurance commissions during the first policy year. One of our term riders provides for coverage increases after the first year. For such riders, we pay first-year and renewal commissions only for premium increases related to the increased coverage. Additionally, we pay renewal commissions on some older in-force policies. At the end of the policy durations, we pay compensation on policy continuations and exchanges. For most mutual funds (non-managed investments) and annuity products, commissions are paid both on the sale and on the value of assets under management and are calculated based on the dealer reallowance and trail compensation actually paid to us. For managed investment products, fees earned are primarily based on the assets under management and represent the fee we receive as compensation for as long as we retain the account. For our Canadian segregated fund investment product, we pay our sales representatives a sales commission based on the amount invested and a monthly fee based on clients’ asset values. We also pay compensation to our sales force with respect to sales of prepaid legal services subscriptions and referrals for customers purchasing other distributed products. Prepaid legal services commissions are paid in fixed amounts on the sale of the respective subscription. Commissions related to other distributed products are calculated based on the type of product sold or referred. We pay bonuses and other incentive compensation for the sale of certain products. Bonuses are paid to the sales representatives and RVPs for achieving specified production levels for the sale of term life insurance, investment and savings products and other distributed products. In addition to these methods of compensation, we use a quarterly compensation program under which RVPs can earn equity-based compensation based largely on sales production. Sales Force Licensing and Support The states, provinces and territories in which our sales representatives operate generally require our sales representatives to obtain and maintain licenses to sell our insurance and securities products, requiring our sales representatives to pass applicable examinations. Our sales representatives may also be required to maintain licenses to sell certain of our other distributed products. To encourage new recruits to obtain their life insurance licenses, we either pay directly or reimburse the sales representative for certain licensing-related fees and expenses once he or she passes the applicable exam and obtains the applicable life insurance license. To sell insurance products, our sales representatives must be licensed by their resident state, province or territory and by any other state, province or territory in which they do business. In most states, our sales representatives must be appointed by our applicable insurance subsidiary. Our in-house life insurance licensing program offers new recruits a significant number of classroom life insurance pre-licensing courses to meet applicable state and provincial licensing requirements and prepares recruits to pass applicable licensing exams. To sell mutual funds and variable annuity products, our U.S. sales representatives must be registered with the Financial Industry Regulatory Authority (“FINRA”) and hold the appropriate license(s) designated by each state in which they sell securities products, as well as be appointed by the annuity underwriter in the states in which they market annuity products. Our sales representatives must meet all state and regulatory requirements and be designated as an investment advisor representative in order to sell our managed investment products. We contract with third-party training firms to conduct securities license exam preparation for our sales representatives, and we also offer supplemental training tools. Our Canadian sales representatives selling mutual fund products are required to be licensed by the securities regulators in the provinces and territories in which they sell mutual fund products. Our Canadian sales representatives who are licensed to sell our insurance products do not need any further licensing to sell our segregated funds products. For sales of our other distributed products, appropriate state, provincial and territorial licensing may be required. Supervision and Compliance To ensure compliance with various federal, state, provincial and territorial legal requirements, we along with the RVPs share responsibility for maintaining an overall compliance program that involves compliance training and supporting as well as monitoring 6 the activities of our sales representatives. We work with the RVPs to develop and maintain appropriate compliance procedures and systems. Generally, all RVPs must obtain a principal license (FINRA Series 26 in the United States and Branch Manager license in Canada), and, as a result, they assume responsibility over the activities of their sales organizations. Additional supervision is provided by approximately 500 Offices of Supervisory Jurisdiction (“OSJs”), which are run by select RVPs who receive additional compensation for assuming responsibility for supervision and compliance monitoring across all product lines. OSJs are required to periodically inspect sales force field offices and report to us any compliance issues they observe. Our Field Supervision Department regularly assists the OSJs and communicates compliance requirements to them to ensure they properly discharge their responsibilities. In addition, our Compliance Department regularly runs surveillance reports designed to monitor the activity of our sales force and investigates any unusual or suspicious activity identified during these reviews or during periodic inspections of RVP offices. All of our sales representatives are required to participate in our annual regulatory-required compliance meeting, a program administered by our senior management and our legal and compliance staff at which we provide a compliance training overview across all product lines and require the completion of compliance checklists by each of our licensed sales representatives for each product he or she offers. Additionally, our sales representatives receive periodic compliance communications regarding new compliance developments and issues of special significance. Furthermore, the OSJs are required to complete an annual training program that focuses on securities compliance and field supervision. Our Field Audit Department regularly conducts audits of all sales representative offices, including scheduled and no-notice audits. The Field Audit Department reviews all regulatory-required records that are not maintained at our home office. Any compliance deficiencies noted in the audit must be corrected, and we carefully monitor all corrective action. Audit deficiencies are addressed through fines, reprimands, probations and contract terminations. Our Product Offerings Reflecting our philosophy of helping middle-income clients with their financial product needs and ensuring compatibility with our distribution model, our product offerings generally meet the following criteria: •Consistent with sound individual finance principles: Products must be consistent with good personal finance principles for middle-income consumers, such as financial protection, minimizing expenses, encouraging long-term savings and reducing debt. •Designed to support multiple client goals: Products are designed to address and support a broad range of financial goals rather than compete with or cannibalize each other. For example, term life insurance does not compete with mutual funds because term life insurance has no cash value or investment element. •Ongoing needs based: Products are generally designed to meet the ongoing financial needs of many middle-income consumers. This long-term approach bolsters our relationship with our clients by allowing us to continue to serve them as their financial needs evolve. We use three operating segments to organize, evaluate and manage our business: Term Life Insurance; Investment and Savings Products; and Corporate and Other Distributed Products. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations” and Note 3 (Segment and Geographical Information) to our consolidated financial statements included elsewhere in this report for certain financial information regarding our operating segments and the geographic areas in which we operate. 7 The following table provides information on our principal product offerings and the principal sources thereof by ope rating segment as of December 31, 2017. Operating Segment Principal Product Offerings Principal Sources of Products (Applicable Geographic Territory) Term Life Insurance Term Life Insurance Primerica Life (U.S. (except New York), the District of Columbia and certain territories) NBLIC (New York) Primerica Life Canada (Canada) Investment and Savings Products Mutual Funds and Certain Retirement Plans American Century Investments (U.S.) American Funds (U.S.) AXA Distributors, LLC (U.S.) Franklin Templeton (U.S.) VOYA Financial, Inc. (U.S.) Invesco (U.S. and Canada) Legg Mason Global Asset Management (U.S.) Pioneer Investments (U.S.) AGF Investments (Canada) PFSL Fund Management Ltd. (Canada) Mackenzie Investments (Canada) Fidelity Investments (Canada) Managed Investments Lockwood Advisors (as a program sponsor) (U.S.) PFS Investments Inc. (as a program sponsor) (U.S.) Variable Annuities American General Life Insurance Company and its affiliates (U.S.) AXA Distributors, LLC (U.S.) Brighthouse Financial, Inc. (U.S.) (2) Lincoln National Life Insurance Company and its affiliates (U.S.) Fixed Indexed Annuities American General Life Insurance Company and its affiliates (U.S.) Lincoln National Life Insurance Company and its affiliates (U.S.) Universal Life Insurance Company (Puerto Rico) Fixed Annuities Brighthouse Financial, Inc. (U.S.) (2) Universal Life Insurance Company (Puerto Rico) Segregated Funds Primerica Life Canada (Canada) Corporate and Other Distributed Products Long-Term Care Insurance Genworth Life Insurance Company and its affiliates (U.S.) John Hancock Life Insurance Company and its affiliates (U.S.) Various insurance companies, as offered through LTCI Partners, LLC (U.S.) Prepaid Legal Services LegalShield (U.S. and Canada) Supplemental Health and Accidental Death & Disability Insurance The Edge Benefits Inc. and its affiliates (Canada) Auto and Homeowners' Insurance (1) Various insurance companies, as offered through Answer Financial, Inc. (U.S.) Mortgage Loans (1) B2B Bank (Canada) Home Automation Solutions (1) Vivint, Inc. (U.S.) and Vivint Canada, Inc. (Canada) (1) Referrals only. (2)Brighthouse Financial, Inc. consists of the U.S. retail annuity business formerly owned and branded by MetLife, Inc. prior to its becoming an independent, publicly traded company on August 4, 2017. Term Life Insurance Through our three life insurance subsidiaries – Primerica Life, NBLIC and Primerica Life Canada – we offer term life insurance to clients in the United States, its territories, the District of Columbia and Canada. In 2016, the latest period for which data is available from LIMRA, we ranked as a leading provider of individual term life insurance in the United States. We believe that term life insurance is generally a better alternative for middle-income clients than cash value life insurance. Term life insurance provides a guaranteed death benefit if the insured dies during the fixed coverage period of an in-force policy, thereby providing financial protection for his or her named beneficiaries in return for the periodic payment of premiums. Term insurance products, which are sometimes referred to as pure protection products, have no savings or investment features. By buying term life insurance rather than cash value life insurance, a policyholder initially pays a lower premium and, as a result, may have funds 8 available to invest for retirement and other ne eds. We also believe that a person’s need for life insurance is inversely proportional to that person’s need for retirement savings, a concept we refer to as the theory of decreasing responsibility. Young adults with children, new mortgages and other oblig ations need to buy higher amounts of insurance to protect their family from the loss of future income resulting from the death of a primary bread winner. With its lower initial premium, term life insurance lets young families buy more coverage for their pr emium dollar when their needs are greatest and still have the ability to have funds for their retirement and other savings goals. We design our term life insurance products to be easily understood by, and meet the needs of, our clients. Clients purchasing our term life insurance products generally seek stable, longer-term income protection products for themselves and their families. In response to this demand, we offer term life insurance products with level-premium coverage periods that range from 10 to 35 years and a wide range of coverage face amounts. Additionally, certain term life insurance policies may be customized through the addition of riders to provide coverage for specific protection needs, such as mortgage and college expense protection. Policies remain in force until the expiration of the coverage period or until the policyholder ceases to make premium payments and terminates the policy. Premiums are guaranteed for policies issued in the United States for the initial term period, up to a maximum of 20 years. After 20 years, we have the right to raise the premium, subject to limits provided for in the applicable policy. In Canada, the amount of the premium is guaranteed for the entire term of the policy. One of the innovative term life insurance products that we offer is TermNow, our rapid issue term life product that provides for face amounts of $300,000 (local currency) and below. TermNow allows a sales representative to accept an application online or through the Primerica App and, with the client’s permission, allows the Company to access databases, including Medical Information Bureau (“MIB”) data in the United States and Canada and prescription drug and motor vehicle records in the United States, as part of the underwriting process. The Company uses this data and the client’s responses to application questions to determine any additional underwriting requirements. Results of these processes are reported in real time to our underwriting system, which then determines whether or not we should rapidly issue a policy. The average face amount of our in-force policies issued in 2017 was approximately $244,800. The following table sets forth selected information regarding our term life insurance product portfolio: Year ended December 31, 2017 2016 2015 Life insurance issued: Number of policies issued 312,799 298,244 260,059 Face amount issued (in millions) $95,635 $89,869 $79,111 December 31, 2017 2016 2015 Life insurance in force: Number of policies in force 2,560,334 2,489,493 2,403,713 Face amount in force (in millions) $763,831 $728,385 $693,194 Pricing and Underwriting. We believe that effective pricing and underwriting are significant drivers of the profitability of our life insurance business and we have established our pricing assumptions to be consistent with our underwriting practices. We set pricing assumptions for expected claims, lapses and expenses based on our experience and other factors while also considering the competitive environment. These other factors include: •expected changes from relevant experience due to changes in circumstances, such as (i) revised underwriting procedures affecting future mortality and reinsurance rates, (ii) new product features, and (iii) revised administrative programs affecting sales levels, expenses, and client continuation or termination of policies; and •observed trends in experience that we expect to continue, such as general mortality improvement in the general population and better or worse policy persistency (the period over which a policy remains in force) due to changing economic conditions. Under our current underwriting guidelines, we individually assess each insurable adult applicant and place each applicant into a risk classification based on current health, medical history and other factors. Each classification (generally preferred plus, preferred, non-tobacco and tobacco) has specific health criteria. We may decline an applicant’s request for coverage if his or her health or activities create unacceptable risks for us. Our sales representatives ask applicants a series of “yes” or “no” questions regarding the applicant’s medical history. We may also consider information about the applicant from third-party sources, such as MIB, prescription drug databases, motor vehicle records and physician statements. If we believe that follow up regarding an applicant’s medical history is warranted, we use a third-party provider and its trained personnel to contact the applicant by telephone to obtain a more detailed medical history. Additionally, we may require copies of applicants’ medical information from their attending physicians. The report resulting from this process is electronically transmitted to us and is evaluated in our underwriting process. For higher issued face amount applications, paramedical requirements are also needed. 9 To accommodate the significant volume of insurance business that we process, we and o ur sales force use technology to make our operations more efficient. We offer our sales representatives an electronic life insurance application that supports TermNow and other term life insurance products. Approximately 94% of the life insurance applicati ons we received in 2017 were submitted electronically via TurboApps. Our electronic life insurance application reduces errors in submitted applications, collects the applicant’s electronic signatures and populates the RVP’s sales log. For paper application s, we use our proprietary review and screening system to automatically screen that an application meets regulatory and other requirements, as well as alert our application processing staff to any deficiencies with the application. If any deficiencies are n oted, our application processing staff contacts the sales representative to obtain the necessary information. Once an application is complete, the pertinent application data is uploaded to our life insurance administrative systems, which manage the underwr iting process by electronically analyzing data, recommending underwriting decisions, identifying requirements for higher face amounts or older ages and communicating with the sales representative and third-party service providers. Claims Management. Our insurance subsidiaries processed over 15,600 life insurance benefit claims in 2017 on policies underwritten by us and sold by our sales representatives. These claims fall into three categories: death, waiver of premium (applicable to disabled policyholders who purchased a rider pursuant to which Primerica agrees to waive remaining life insurance premiums during a qualifying disability), or terminal illness. The claim may be reported by our sales representative, a beneficiary or, in the case of qualifying disability or terminal illness, the policyholder. Following are the benefits paid by us for each category of claim: Year ended December 31, 2017 2016 2015 (In thousands) Death $1,388,027 $1,238,393 $1,204,629 Waiver of premium 45,146 43,168 40,528 Terminal illness (1) 16,389 14,232 13,716 (1) We consider claims paid for terminal illness to be loans made to the beneficiary that are repaid to us upon death of the beneficiary from the death benefit. In the United States, after coverage has been in force for two years, we may not contest the policy for misrepresentations in the application or the suicide of the insured. In Canada, we have a similar two-year contestability period, but we are permitted to contest insurance fraud at any time. As a matter of policy, we do not contest any coverage issued by us to replace the face amount of another insurance company’s individual coverage to the extent the replaced coverage would not be contestable by the replaced company. We believe this approach helps our sales representatives sell replacement policies, as it reassures clients that claims made under their replacement policies are not more likely to be contested as to the face amount replaced. Through our claims administration system, we record, process and pay the appropriate benefit for any reported claim. Our claims system is used by our home office investigators to order medical and investigative reports from third-party providers, calculate amounts due to the beneficiary (including interest), and report payments to the appropriate reinsurance providers. Primerica Life and NBLIC regularly consult the Social Security Administration’s Death Master File (“Death Master File”) in accordance with applicable state requirements. These processes help identify potential deceased policyholders for whom claims have not been presented in the normal course of business. If unreported deaths are identified, Primerica Life and NBLIC attempt to determine if a valid claim exists, to locate beneficiaries, and to pay benefits accordingly. Prior to 2011, the Company did not use the Death Master File in any aspect of its business. Reinsurance. We use reinsurance primarily to reduce the volatility risk with respect to mortality. Since 1994, we have reinsured death benefits in the United States on a first dollar quota share yearly renewable term (“YRT”) basis. We pay premiums to each reinsurer based on rates in the applicable agreement. We generally reinsure 90% of the mortality risk for all term life insurance policies sold in the United States, excluding coverage under certain riders. For policies sold in Canada, we utilize a YRT reinsurance arrangement similar to our U.S. program. Prior to 2012, we reinsured a smaller proportion of the face amount for policies sold in Canada. We also reinsure substandard cases on a facultative basis to capitalize on the extensive experience some of our reinsurers have with substandard cases. A substandard case has a level of risk that is acceptable to us, but at higher premium rates than a standard case because of the health, habits or occupation of the applicant. While our reinsurance agreements have indefinite terms, both we and our reinsurers are entitled to discontinue any reinsurance agreement as to future policies by giving advance notice of 90 days to the other. Each reinsurer’s ability to terminate coverage for existing policies is limited to circumstances such as a material breach of contract or nonpayment of premiums by us. Each reinsurer has the right to increase rates with certain restrictions. If a reinsurer increases rates, we have the right to immediately recapture the business. Either party may offset any balance due from the other party. For additional information on our reinsurance, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) and Note 6 (Reinsurance) to our consolidated financial statements included elsewhere in this report. Financial Strength Ratings. Ratings with respect to financial strength are an important factor in establishing our competitive position and maintaining public confidence in us and our ability to market products. Ratings organizations review the financial performance and condition of most insurers and provide opinions regarding financial strength, operating performance and ability to meet 10 obligations to policyholders. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Financial Ratings.” Investment and Savings Products We believe that many middle-income families have significant unmet retirement and savings needs. Using our FNA tool, our sales representatives help our clients understand their current financial situation and how they can use time-tested financial principles, such as prioritizing personal savings, to reach their savings goals. Our product offerings comprise saving and investment vehicles that seek to meet the needs of clients in all stages of life. Through PFS, PFS Investments, Primerica Life Canada, PFSL Investments Canada, and our licensed sales representatives, we distribute and sell to our clients a variety of mutual funds, managed investments, variable and fixed annuities, fixed indexed annuities and segregated funds. As of December 31, 2017, approximately 24,340 of our sales representatives were licensed to distribute mutual funds in the United States (including Puerto Rico) and Canada. As of December 31, 2017, approximately 13,610 of our sales representatives were licensed and appointed to distribute annuities in the United States and approximately 11,380 of our sales representatives were licensed to sell segregated funds in Canada. In the United States, clients acquire securities products from PFS Investments in either a brokerage or advisory relationship. In a brokerage relationship, a PFS Investments registered representative is required pursuant to FINRA rules to make a suitable recommendation for the client, but provides no ongoing monitoring of the client’s investments. In addition, certain recommendations may be subject to the fiduciary rules established by the Department of Labor (“DOL”) governing client investments in qualified retirement plans. For its services, PFS Investments receives an upfront commission in connection with the sale, and a trail commission or 12b-1 fee for the continued servicing of the account. PFS Investments markets mutual funds and variable annuities on a brokerage basis. In an advisory relationship, namely our managed investment offerings, PFS Investments and its investment advisory representative have a fiduciary obligation to provide suitable initial recommendations to the client and ongoing monitoring of the client’s investments. Mutual Funds . In the United States, our licensed sales representatives primarily distribute mutual funds from the following select asset management firms: American Century Investments, American Funds, Franklin Templeton, Invesco, Legg Mason and Pioneer. These firms have diversified product offerings, including domestic and international equity, fixed-income and money market funds. Each firm continually evaluates its fund offerings and adds new funds on a regular basis. Additionally, their product offerings reflect diversified asset classes and varied investment styles. We have selling agreements with a number of other fund companies and we believe that, collectively, these asset management firms provide funds that meet the investment needs of our clients. During 2017, four of these fund families (Legg Mason, Invesco, American Funds and Franklin Templeton) accounted for approximately 95% of our mutual fund sales in the United States. Legg Mason and Invesco each have large wholesaling teams that support our sales force in distributing their mutual fund products. Our selling agreements with these firms all have indefinite terms and provide for termination at will. An affiliate of PFS Investments, Primerica Shareholder Services, Inc. (“PSS”), provides transfer agent services to investors who purchase shares of mutual funds offered by American Century Investments, Franklin Templeton, Invesco, or Pioneer Investments through PFS Investments. Beginning in 2018, PSS will also provide transfer agent services to investors who purchase shares of mutual funds offered by Legg Mason. In exchange for these services, PSS receives recordkeeping and account maintenance fees from the applicable fund company. PSS has retained BNY Mellon Asset Servicing to perform the necessary transfer agent services for these accounts on its proprietary SuRPASS system. PFS Investments serves as the Internal Revenue Service (“IRS”) approved non-bank custodian for customers that open individual retirement accounts (“IRA”) (or certain other retirement accounts) with PFS Investments and invest in shares of mutual funds offered by American Century Investments, Franklin Templeton, Invesco, Legg Mason or Pioneer Investments. For these services, PFS Investments receives an annual custodian fee. In Canada, our sales representatives offer Primerica-branded Concert™ Series funds, which accounted for approximately 38% of our Canadian mutual fund product sales in 2017. Our Concert™ Series funds consist of six different asset allocation funds with varying investment objectives ranging from fixed income to aggressive growth. Each Concert™ Series fund is a fund of funds that allocates fund assets among equity and income mutual funds of AGF Investments, a leading asset management firm in Canada. The asset allocation within each Concert ™ Series fund is determined on an advisory contract basis by Morneau Shepell Asset and Risk Management Ltd. The principal non-proprietary funds that we offer our clients in Canada are funds of AGF Investments, Mackenzie Investments, and Fidelity Investments. Sales of these non-proprietary funds accounted for approximately 54% of mutual fund product sales in Canada in 2017. Like our U.S. fund family list, the asset management partners we have chosen in Canada have a diversified offering of equity, fixed-income and money market funds, including domestic and international funds with a variety of investment styles. A key part of our investment philosophy for our clients is the long-term benefits of dollar cost averaging through systematic investing. To accomplish this, we assist our clients by facilitating monthly contributions to their investment account by bank draft against their checking accounts. During the year ended December 31, 2017, average client assets held in individual retirement accounts in the United States and Canada accounted for an estimated 74% and 72% of total average client account assets, respectively. Our individual retirement accounts in Canada are considered registered retirement savings plans (“RRSP”). An RRSP is similar to a traditional IRA, in the United States in that contributions are made to the RRSP on a pre-tax basis and income is earned on a tax-deferred basis. Our 11 high concentration of retirement plan accounts and our systematic savings philosop hy are beneficial to us as these accounts tend to have lower redemption rates than the industry and, therefore, generate more recurring asset-based revenues. Managed Investments. PFS Investments is a registered investment advisor in the United States, and currently offers two managed investments programs: the Freedom Portfolios and the Lifetime Investments Platform. The Freedom Portfolios is a mutual fund wrap fee advisory program with a $25,000 minimum initial investment offering asset allocation models managed by Lockwood Advisors, a unit of Bank of New York Mellon. Lockwood Advisors has discretionary authority over clients’ accounts and provides ongoing investment advice. As a co-sponsor of the program, PFS Investments and its investment advisory representatives provide the initial investment advice and receive part of the advisory fee, which is assessed as a percentage of the value of the assets in the account. During 2017, we closed the Freedom Portfolios to new accounts and we intend to close the Freedom Portfolios to new investments in 2018. In 2017, PFS Investments launched an expanded managed investments platform called the Primerica Advisors Lifetime Investments Platform. This new platform is a robust advisory offering designed for clients who have at least $25,000 of investable assets, which significantly expanded our client service capabilities and replaced the Freedom Portfolios product line. It provides our customers access to mutual fund and exchange-traded fund investment models designed and managed by several unaffiliated investment advisers. PFS Investments, as sponsor and portfolio manager of the program, evaluates models for inclusion in the program and conducts ongoing due diligence of the models and unaffiliated investment advisers made available through the program. TD Ameritrade Institutional, an unaffiliated broker-dealer, provides custody, trade execution, clearing, settlement and other services for customer assets invested through Lifetime Investments Platform. Variable Annuities. Our U.S. licensed sales representatives also distribute variable annuities underwritten and provided by American General Life Insurance Company and its affiliates (“AIG”), AXA Distributors, LLC, Lincoln National Life Insurance Company and its affiliates (“Lincoln National”), and Brighthouse Financial, Inc. (“Brighthouse”). Variable annuities are insurance products that enable our clients to invest in accounts with attributes similar to mutual funds, but also have benefits not found in mutual funds, including death benefits that protect beneficiaries from losses due to a market downturn and income benefits that guarantee future income payments for the life of the policyholder(s). Each of these companies bears the insurance risk on its variable annuities that we distribute. Segregated Funds. In Canada, we offer segregated fund products, branded as our Common Sense Funds TM , that have some of the characteristics of our variable annuity products distributed in the United States. Our Common Sense Funds TM are underwritten by Primerica Life Canada and offer our clients the ability to participate in a diversified managed investments program that can be opened for as little as $25. While the assets and corresponding liability (reserves) are recognized on our consolidated balance sheets, the assets are held in trust for the benefit of the segregated fund contract owners and are not commingled with the general assets of the Company. There are two fund products within our segregated funds offerings: the Asset Builder Funds and the Strategic Retirement Income Funds (“SRIF”). The investment objective of Asset Builder Funds is long-term capital appreciation combined with some guarantee of principal. Unlike mutual funds, our Asset Builder Funds product guarantees clients at least 75% of their net contributions (net of withdrawals) at the earlier of the date of their death or at the Asset Builder Funds’ maturity date, which is selected by the client. The portfolio consists of both equities and fixed-income securities with the equity component consisting of a pool of primarily large cap Canadian and U.S. equities and the fixed-income component consisting of Canadian federal government zero coupon treasuries and government-backed floating rate notes. The portion of the Asset Builder Funds’ portfolio allocated to zero coupon treasuries are held in sufficient quantity to satisfy the guarantees payable at the maturity date of each Asset Builder Fund. As a result, our potential loss exposure is very low as it comes from the guarantees payable upon the death of the client prior to the maturity date. The investment objective of the SRIF is to provide income during retirement plus the opportunity for modest capital appreciation. The SRIF product guarantees clients 75% of their net contributions (net of withdrawals) at the earlier of the date of their death or age 100. The portfolio consists of both equities and fixed- income securities, with the equities consisting of a pool of primarily large cap Canadian and U.S. equites that are capped at 25% of the portfolio. The balance is a fixed-income portfolio consisting of investment-grade government and corporate bonds. The high quality of the investments and the percentage cap on equities results in a relatively low potential loss exposure. All accounts in the SRIF are held as Registered Retirement Income Funds which carry government-mandated minimum annual withdrawals. Similar to the Asset Builder Funds, our potential exposure for loss associated with the SRIF is very low as its investment allocations are conservatively aligned with the risks of the client contracts. With the guarantee level at 75% and in light of the time until the scheduled maturity of our segregated funds contracts, we currently do not believe it is necessary to allocate any corporate capital as reserves for segregated fund contract benefits. Fixed Indexed Annuities. We offer fixed indexed annuity products in the U.S. through Lincoln National, AIG, and Universal Life Insurance Company (“Universal Life”) (Puerto Rico). These products combine safety of principal and guaranteed rates of return with additional investment options tied to equity market indices that allow for returns that move based on the performance of an index. We believe these and other fixed annuity products give both our life and securities representatives more ways to assist our clients with their retirement planning needs. 12 Fixed Annuities. We sell fixed annuities underwritten by Brighthouse in the U.S. Our current offering includes a fixed premium deferre d annuity and a single premium immediate annuity. The fixed premium deferred annuity allows our clients to accumulate savings on a tax deferred basis with safety of principal and a guaranteed rate of return. The single premium immediate annuity provides cl ients with an immediate income alternative. In Puerto Rico, we currently offer two annuity products: a fixed annuity and a fixed bonus annuity underwritten by Universal Life. These products provide guarantees against loss with several income options. Investment and Savings Products Revenue. In the United States, we earn revenue from our investment and savings products business in three ways: commissions and payments earned on the sale of such products; fees and payments earned based upon client asset values; and account-based revenue. On the sale of mutual funds (not including managed investments) and annuities, we earn a dealer reallowance or commission on new purchases as well as trail commissions on the assets held in our clients’ accounts. We also receive marketing and support fees from most of our mutual fund and annuity providers. These payments are typically a percentage of sales or a percentage of the clients’ total asset values, or a combination of both. For investments into the Freedom Portfolios, we receive an asset- based fee from the customer as compensation for advisory services, as well as recordkeeping and account maintenance fees, and marketing and support fees from the mutual funds involved in the program. For investments into Lifetime Investments Platform, we receive an asset-based fee as compensation for the advisory and other services we provide to the program. As the IRS approved non-bank custodian for the funds noted above, PFS Investments receives annual fees on a per-account basis for as long as it services the account. As explained above, PSS receives recordkeeping and account maintenance fees for the transfer agent services it provides to the five fund families noted in the “Mutual Funds” section above. An individual client account may include multiple fund positions for which we earn recordkeeping fees. Because the total amount of these fees fluctuates with the number of such accounts and positions within those accounts, the opening or closing of accounts has a direct impact on our revenues. From time to time, the fund companies for whom we provide these services request that accounts or positions with small balances be closed. In Canada, we earn revenue from the sales of our investment and savings products in two ways: commissions (or dealer reallowance) on mutual fund sales and fees paid based upon clients’ asset values (mutual fund trail commissions and advisory fees from segregated funds and Concert™ Series funds). On segregated funds, we also earn deferred sales charges for early withdrawals at an annual declining rate within seven years of an investor’s original contribution. Other Distributed Products We distribute other products, including prepaid legal services, auto and homeowners’ insurance referrals, long-term care insurance, and home automation solutions. In Canada, we also offer mortgage loan referrals and insurance offerings for small businesses. While some of these products are Primerica-branded, all of them are underwritten or otherwise provided by a third party. We offer our U.S. and Canadian clients a Primerica-branded prepaid legal services program on a subscription basis that is underwritten and provided by LegalShield. The prepaid legal services program offers a network of attorneys in each state, province or territory to assist subscribers with legal matters such as drafting wills, living wills and powers of attorney, trial defense and motor vehicle-related matters. We receive a commission based on our sales of these subscriptions. We have an arrangement with Answer Financial, Inc. (“Answer Financial”), an independent insurance agency, whereby our U.S. sales representatives refer clients to Answer Financial to receive multiple, competitive auto and homeowners’ insurance quotes. Answer Financial’s comparative quote process allows clients to easily identify the underwriter that is most competitively priced for their type of risk. We receive commissions based on completed auto and homeowners’ placement of insurance and pay our sales representatives a flat referral fee for each completed application. We have an arrangement with LTCI Partners, LLC (“LTCI Partners”), an independent brokerage general agency specializing in long-term care insurance, whereby our U.S. sales representatives refer clients to LTCI Partners to receive a long-term care insurance quote. Many of these policies are underwritten and provided by Genworth Life Insurance Company and its affiliates and some by various other insurance providers. We receive commissions based on the annualized premium of placed and taken policies. We have an arrangement with Vivint, Inc. (“Vivint”), a company that offers homeowners in the U.S. and many provinces in Canada a comprehensive suite of products and services to protect and remotely control, monitor and manage their homes using any Internet-connected smart device. We receive commissions based on referrals that result in a subscription to Vivint’s home services and pay our sales representatives a referral fee for each such subscription. In Canada, we have a referral program for mortgage loan products offered by a third-party lender, B2B Bank. Due to regulatory requirements, our sales representatives in Canada only refer clients to the lender and are not involved in the loan application and closing process. We receive referral fees based on the funded loan amount and, in turn, pay a commission to our sales representatives. In Canada, we offer insurance products, including supplemental medical and dental, accidental death, and disability, to small businesses. These insurance products are underwritten and provided by The Edge Benefits Inc. and its affiliates. We receive a commission based on our sales of these policies. 13 Prior to 2015, we offered student life insurance underwritten through NBLIC, which was distributed solely by o utside third parties. In 2014, NBLIC ceased the marketing and underwriting of new student life insurance policies. NBLIC continues to administer the existing block of student life business, as well as other closed blocks of insurance that were discontinued several years ago. Regulation Our business is subject to extensive laws and governmental regulations, including administrative determinations, court decisions and similar constraints. The purpose of the laws and regulations affecting our business is primarily to protect our clients and other consumers. Many of the laws and regulations to which we are subject are regularly re-examined, and existing or future laws and regulations may become more restrictive or otherwise adversely affect our operations. Regulatory authorities periodically make inquiries regarding compliance by us and our subsidiaries with insurance, securities and other laws and regulations regarding the conduct of our insurance and securities businesses. At any given time, a number of financial or market conduct examinations of our subsidiaries may be ongoing. We cooperate with such inquiries and take corrective action when warranted. Regulation of Our Insurance Business. Primerica Life, as a Tennessee-domiciled insurer, is regulated by the Tennessee Department of Commerce and Insurance and is licensed to transact business in the United States (except New York), the District of Columbia and certain U.S. territories. Prior to Primerica Life’s re- domestication to Tennessee in December 2017, Primerica Life was a Massachusetts-domiciled life insurance underwriting company. NBLIC, as a New York domestic insurer and a wholly owned subsidiary of Primerica Life, is regulated by the New York State Department of Financial Services (“NYDFS”) and is licensed to transact business in all 50 U.S. states, the District of Columbia and the U.S. Virgin Islands. State insurance laws and regulations regulate all aspects of our U.S. insurance business. Such regulation is vested in state agencies having broad administrative and, in some instances, discretionary power dealing with many aspects of our business, which may include, among other things, premium rates and increases thereto, reserve requirements, marketing practices, advertising, privacy, policy forms, reinsurance reserve requirements, acquisitions, mergers, and capital adequacy. Our U.S. insurance subsidiaries are required to file certain annual, quarterly and periodic reports with the supervisory agencies in the jurisdictions in which they do business, and their business and accounts are subject to examination by such agencies at any time. These examinations generally are conducted under National Association of Insurance Commissioners (“NAIC”) guidelines. Under the rules of these jurisdictions, insurance companies are examined periodically (generally every three to five years) by one or more of the supervisory agencies on behalf of the states in which they do business. Our most recent examinations of the financial condition and affairs of Primerica Life and NBLIC, as well as Peach Re, Inc. (“Peach Re”) and Vidalia Re, Inc. (“Vidalia Re”), special purpose financial captive insurance companies and wholly owned subsidiaries of Primerica Life, performed by the respective domiciliary state insurance department at the time of the exams, were completed during 2016 with no material findings or recommendations noted. Primerica Life Canada is federally incorporated and provincially licensed and is required to file periodic reports with Canadian regulatory agencies. It transacts business in all Canadian provinces and territories. Primerica Life Canada is regulated federally by the Office of the Superintendent of Financial Institutions Canada (“OSFI”) and provincially by the Superintendents of Insurance for each province and territory. Canadian federal and provincial insurance laws regulate all aspects of our Canadian insurance business. OSFI regulates insurers’ corporate governance, financial and prudential oversight, and regulatory compliance, while provincial and territorial regulators oversee insurers’ market conduct practices and related compliance. Our Canadian insurance subsidiary files quarterly and annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) and other locally accepted standards with OSFI in compliance with legal and regulatory requirements. OSFI conducts periodic detailed examinations of insurers’ business and financial practices, including the control environment, internal and external auditing and minimum capital adequacy, surpluses and related testing, legislative compliance and appointed actuary requirements. These examinations also address regulatory compliance with anti-money laundering practices, outsourcing, related-party transactions, privacy and corporate governance. Provincial regulators conduct periodic market conduct examinations of insurers doing business in their jurisdiction. In addition to federal and provincial oversight, Primerica Life Canada is also subject to the guidelines set out by the Canadian Life and Health Insurance Association (“CLHIA”). CLHIA is an industry association that works closely with federal and provincial regulators to establish market conduct guidelines and sound business and financial practices addressing matters such as sales representative suitability and screening, insurance illustrations and partially guaranteed savings products. The laws and regulations governing our U.S. and Canadian insurance businesses include numerous provisions governing the marketplace activities of insurers, including policy filings, payment of insurance commissions, disclosures, advertising, product replacement, sales and underwriting practices and complaints and claims handling. The state insurance regulatory authorities in the United States and the federal and provincial regulators in Canada generally enforce these provisions through periodic market conduct examinations. In addition, most U.S. states and Canadian provinces and territories, as well as the Canadian federal government, have laws and regulations governing the financial condition of insurers, including standards of solvency, types and concentration of investments, 14 establishment and maintenance of reserves, reinsurance and requirements of capital adequacy. As discussed pre viously, U.S. state insurance law and Canadian provincial insurance law also require certain licensing of insurers and their agents. Insurance Holding Company Regulation; Limitations on Dividends. The states in which our U.S. insurance subsidiaries are domiciled have enacted legislation and adopted regulations regarding insurance holding company systems. These laws require registration of, and periodic reporting by, insurance companies domiciled within the jurisdiction that control, or are controlled by, other corporations or persons so as to constitute an insurance holding company system. These laws also affect the acquisition of control of insurance companies as well as transactions between insurance companies and companies controlling them. The Parent Company is a holding company that has no significant operations. Our primary asset is the capital stock of our subsidiaries, and our primary liability is $375.0 million in principal amount of senior unsecured notes (the “Senior Notes”). As a result, we depend on dividends or other distributions from our insurance and other subsidiaries as the principal source of cash to meet our obligations, including the payment of interest on, and repayment of, principal of any debt obligations. The states in which our U.S. insurance subsidiaries are domiciled impose certain restrictions on our insurance subsidiaries’ ability to pay dividends to us. In Canada, dividends can be paid subject to the paying insurance company’s continuing compliance with regulatory requirements and upon notice to OSFI. We determine the dividend capacity of our insurance subsidiaries using statutory accounting principles (“SAP”) promulgated by the NAIC in the United States and using IFRS in Canada. The following table sets forth the amount of cash and securities dividends paid or payable by our insurance subsidiaries: Year ended December 31, 2017 2016 2015 (In thousands) Primerica Life $138,000 $94,700 $45,600 Primerica Life Canada 22,924 22,342 16,950 For additional information on dividend capacity and restrictions, see Note 15 (Statutory Accounting and Dividend Restrictions) to our consolidated financial statements included elsewhere in this report. Policy and Contract Reserve Sufficiency Analysis . Under the laws and regulations of their jurisdictions of domicile, our U.S. insurance subsidiaries are required to conduct annual analyses of the sufficiency of their life insurance statutory reserves. In addition, other U.S. jurisdictions in which our U.S. subsidiaries are licensed may have certain reserve requirements that differ from those of their domiciliary jurisdictions. In each case, a qualified actuary must submit an opinion that states that the aggregate statutory reserves, when considered in light of the assets held with respect to such reserves, make good and sufficient provision for the associated contractual obligations and related expenses of the insurer. If such an opinion cannot be provided, then the affected insurer must set up additional reserves by moving funds from surplus. Our U.S. insurance subsidiaries most recently submitted these opinions without qualification to applicable insurance regulatory authorities. Primerica Life Canada is also required to conduct regular analyses of the sufficiency of its life insurance statutory reserves. Life insurance reserving and reporting requirements are completed by Primerica Life Canada’s appointed actuary. Materials provided by the appointed actuary are filed with OSFI as part of our annual filing and are subject to OSFI’s review. Based upon this review, OSFI may institute remedial action against Primerica Life Canada as OSFI deems necessary. Primerica Life Canada has not been subject to any such remediation or enforcement by OSFI. Surplus and Capital Requirements . U.S. insurance regulators have the discretionary authority, in connection with the ongoing licensing of our U.S. insurance subsidiaries, to limit or prohibit the ability of an insurer to issue new policies if, in the regulators’ judgment, the insurer is not maintaining a minimum amount of surplus or is in hazardous financial condition. Insurance regulators may also limit the ability of an insurer to issue new life insurance policies and annuity contracts above an amount based upon the face amount and premiums of policies of a similar type issued in the prior year. We do not believe that the current or anticipated levels of statutory surplus of our U.S. insurance subsidiaries present a material risk that any such regulator would limit the amount of new policies that our U.S. insurance subsidiaries may issue. The NAIC has established risk-based capital (“RBC”) standards for U.S. life insurance companies, as well as a model act to be applied at the state level. The model act provides that life insurance companies must submit an annual RBC report to state regulators reporting their RBC based upon four categories of risk: asset risk, insurance risk, interest rate risk and business risk. For each category, the capital requirement is determined by applying factors to various asset, premium and reserve items, with the factor being higher for those items with greater underlying risk and lower for less risky items. The formula is intended to be used by insurance regulators as an early warning tool to identify possible weakly capitalized companies for purposes of initiating further regulatory action. If an insurer’s RBC falls below specified levels, then the insurer would be subject to different degrees of regulatory action depending upon the level. These actions range from requiring the insurer to propose actions to correct the capital deficiency to placing the insurer under regulatory control. In Canada, OSFI has authority to request an insurer to enter into a prudential agreement implementing measures to maintain or improve the insurer’s safety and soundness. OSFI also may issue orders to an insurer directing it to refrain from unsafe or unsound 15 practices or to take action to remedy financial concerns. OSFI has neither requested tha t Primerica Life Canada enter into any prudential agreement nor has OSFI issued any order against Primerica Life Canada. In Canada, OSFI oversees an insurer’s minimum capital requirement and determines the sum of capital requirements for five categories of risk: asset default risk, mortality/morbidity/lapse risks, changes in interest rate environment risk, segregated funds risk and foreign exchange risk. NAIC Pronouncements and Reviews . The NAIC promulgates model insurance laws and regulations for adoption by the states in order to standardize insurance industry accounting and reporting guidance. Although many state regulations emanate from NAIC model statutes and pronouncements, SAPs continue to be established by individual state laws, regulations and permitted practices. Certain changes to NAIC model statutes and pronouncements, particularly as they affect accounting issues, may take effect automatically without affirmative action by a given state. With respect to some financial regulations and guidelines, non- domiciliary states sometimes defer to the interpretation of the insurance department of the state of domicile. However, neither the action of the domiciliary state nor the action of the NAIC is binding on a non-domiciliary state. Accordingly, a non-domiciliary state could choose to follow a different interpretation. The NAIC has established guidelines to assess the financial strength of insurance companies for U.S. state regulatory purposes. The NAIC conducts annual reviews of the financial data of insurance companies primarily through the application of 12 financial ratios prepared on a statutory basis. The annual statements are submitted to state insurance departments to assist them in monitoring insurance companies in their state. Statutory Accounting Principles . SAP is a basis of accounting developed by U.S. insurance regulators to monitor and regulate the solvency of insurance companies. In developing SAP, insurance regulators were primarily concerned with evaluating an insurer’s ability to pay all of its current and future obligations to policyholders. As a result, statutory accounting focuses on conservatively valuing the assets and liabilities of insurers, generally in accordance with standards specified by the insurer’s domiciliary jurisdiction. Uniform statutory accounting practices are established by the NAIC and generally adopted by regulators in the various U.S. jurisdictions. These accounting principles and related regulations determine, among other things, the amounts our insurance subsidiaries may ultimately pay to us as dividends, and they differ in many instances from U.S generally accepted accounting principles (“U.S. GAAP”), which are designed to measure a business on a going-concern basis. Under U.S. GAAP, certain expenses are capitalized when incurred and then amortized over the life of the associated policies. The valuation of assets and liabilities under U.S. GAAP is based in part upon best estimate assumptions made by the insurer. U.S. GAAP-basis stockholders’ equity represents the ownership interest in the U.S. GAAP-measured net assets held by stockholders. As a result, the values for assets, liabilities and equity reflected in financial statements prepared in accordance with U.S. GAAP will be different from those reflected in financial statements prepared under SAP. State Insurance Guaranty Funds Laws . Under most state insurance guaranty fund laws, insurance companies doing business therein can be assessed up to prescribed limits for policyholder losses incurred by insolvent companies. Most insurance guaranty fund laws currently provide that an assessment may be excused or deferred if it would threaten an insurer’s own financial strength. In addition, assessments may be partially offset by credits against future state premium taxes. Other Regulatory Changes . From time to time, various jurisdictions make changes to the state or provincial licensing examination process that may make it more difficult for our sales representatives to obtain their life insurance licenses. Likewise, FINRA is restructuring its representative-level qualification examination program that marks a conceptual change from FINRA’s current securities examination program. The new exam structure is scheduled to go into effect in October 2018. While the objective of the new program is to improve efficiencies, if the changes create barriers to entry that are not relevant to assessing an applicant’s competence, the costs significantly increase, or the program is implemented without an adequate period, the restructured program could result in a decrease in the number of registrants obtaining their securities licenses in the United States. For more information, see “Risk Factors.” Regulation of Our Investment and Savings Products Business. PFS Investments is registered with, and regulated by, FINRA and the Securities and Exchange Commission (“SEC”). It is subject to regulation by the Municipal Securities Rulemaking Board (the “MSRB”) with respect to 529 plans, by the DOL with respect to certain retirement plans, and by state securities agencies. PFS Investments operates as an introducing broker-dealer and is registered in all 50 U.S. states and certain territories and with the SEC. As such, it performs a review of investment recommendations made by our representatives in the account opening process, in accordance with FINRA requirements, but it does not hold client accounts. PFS Investments is required to file monthly reports as well as annual audited financial statements with the SEC pursuant to Section 17 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and Rule 17a-5 thereunder. As part of filing these reports, PFS Investments is subject to minimum net capital requirements, as mandated by Rule 15c3‑1 of the Exchange Act. The SEC rules and regulations that currently apply to PFS Investments and our registered representatives generally require that we make suitable investment recommendations to our customers and disclose conflicts of interest that might affect the recommendations or advice we provide. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) gave the SEC the power to impose on broker-dealers a heightened standard of conduct (fiduciary duty) that is currently applicable only to 16 investment advisors. As required by the Dodd-Frank Act, in January 2011, the SEC staff submitted a report to Congress in which it recommended that the SEC adopt a fiduciary standard of conduct for broker-dealers that is uniform with that of investment advisors. The SEC has annou nced that it is working on a proposed rule with respect to a uniform standard of conduct. PFS Investments is also approved as a non-bank custodian under IRS regulations and, in that capacity, may act as a custodian or trustee for certain retirement accounts. Our sales representatives who sell securities products through PFS Investments are required to be registered representatives of PFS Investments. All aspects of PFS Investments’ business are regulated, including sales methods and charges, trade practices, the use and safeguarding of customer securities, capital structure, recordkeeping, conduct and supervision of its independent salespeople. PFS Investments is also an SEC-registered investment advisor and, under the name Primerica Advisors, offers managed investment programs. In most states, our representatives are required to obtain an additional license to offer these programs. PSS is registered with the SEC as a transfer agent and, accordingly, is subject to SEC rules and examinations. Acting in this capacity, PSS and third-party vendors employed by PSS are responsible for certain client investment account shareholder services. On April 8, 2016, the DOL published a final regulation (“the DOL Fiduciary Rule”), which more broadly defines the circumstances under which a person or entity may be considered a fiduciary for purposes of the prohibited transaction rules of the Employee Retirement Income Security Act (“ERISA”) and the Internal Revenue Code (“IRC”). In connection with the DOL Fiduciary Rule, the DOL also issued new exemptions and amended several existing exemptions. On February 3, 2017, the President of the United States issued a memorandum directing the DOL to review the DOL Fiduciary Rule and the exemptions to determine whether they should be revised or rescinded. The DOL Fiduciary Rule and transitional exemptions became applicable on June 9, 2017, with the final exemptions scheduled to go into effect on July 1, 2019. The period from June 9, 2017 to July 1, 2019 is referred to as the “Transition Period.” The DOL has stated that it is conducting the mandated review and will make the determinations directed by the President’s memorandum during the Transition Period. PFSL Investments Canada is a mutual fund dealer registered with and regulated by the Mutual Fund Dealers Association of Canada (the “MFDA”), the national self-regulatory organization for the distribution side for the Canadian mutual fund industry. It is also registered with provincial and territorial securities commissions throughout Canada. As a registered mutual fund dealer, PFSL Investments Canada performs the suitability review of mutual fund investment recommendations, and like our U.S. broker-dealer, it does not hold client accounts. PFSL Investments Canada is required to file monthly and annual financial statements and reports with the MFDA that are prepared to comply with the prescribed MFDA reporting requirements. The MFDA has established a risk adjusted capital standard for mutual fund dealers. Its formula is designed to provide advance warning of a member encountering difficulties. If a mutual fund dealer falls below specified levels then restrictions would apply until rectified, including not being able to act on certain matters without prior written consent from the MFDA. PFSL Investments Canada sales representatives are required to be registered in the provinces and territories in which they do business, including regulation by the Autorité des marchés financiers in Quebec, and are also subject to regulation by the MFDA. These regulators have broad administrative powers, including the power to limit or restrict the conduct of our business and impose censures or fines for failure to comply with the law or regulations. PFSL Fund Management in Canada is registered as an Investment Fund Manager in connection with our Concert™ Series mutual funds and is regulated by provincial securities commissions. PFSL Fund Management is required to file quarterly and annual financial statements with the Ontario Securities Commission (“OSC”) prepared to meet the requirements of National Instrument 31-103, Registration Requirements, Exemptions and Ongoing Registrant Obligations, based on the financial reporting framework specified in National Instrument 52-107, Acceptable Accounting Principles and Auditing Standards. PFSL Fund Management is required to maintain a minimum level of capital and file its quarterly and annual calculation of excess working capital with the OSC. As an investment fund manager, PFSL Fund Management is required to file periodic reports with provincial and territorial securities commissions throughout Canada for its Concert™ Series mutual funds. Such reports include semi-annual and annual financial statements prepared in accordance with IFRS. As the segregated funds are separate accounts of Primerica Life Canada, the segregated funds are also regulated by OSFI and included as part of the quarterly and annual financial statement filings for Primerica Life Canada. In addition, the segregated funds are also subject to the guidelines set out by the CLHIA. Other Laws and Regulations. The USA Patriot Act of 2001 (the “Patriot Act”) contains anti-money laundering and financial transparency laws and mandates the implementation of various regulations applicable to broker-dealers and other financial services companies, including insurance companies. The Patriot Act seeks to promote cooperation among financial institutions, regulators and law enforcement entities in identifying parties that may be involved in terrorism or money laundering. U.S. federal and state laws and regulations require financial institutions, including insurance companies, to protect the security and confidentiality of consumer financial information and to notify consumers about their policies and practices relating to their collection and disclosure of consumer information and their policies relating to protecting the security and confidentiality of that information. 17 Similarly, federal and state laws and regulations also govern the disclosure and security of consumer health information. In particular, regulations promulg ated by the U.S. Department of Health and Human Services regulate the disclosure and use of protected health information by health insurers and others (including certain life insurers), the physical and procedural safeguards employed to protect the securit y of that information and the electronic storage and transmission of such information. Congress and state legislatures are expected to consider additional legislation relating to privacy and other aspects of consumer information. The Financial Consumer Agency of Canada (“FCAC”), a Canadian federal regulatory body, is responsible for ensuring that federally regulated financial institutions, which include Primerica Life Canada and PFSL Investments Canada, comply with federal consumer protection laws and regulations, voluntary codes of conduct and their own public commitments. The Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”) is Canada’s financial intelligence unit. Its mandate includes ensuring that entities subject to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act comply with reporting, recordkeeping and other obligations under that act. We are also subject to privacy laws under the jurisdiction of federal and provincial privacy commissioners, anti- money laundering laws enforced by FINTRAC and OSFI, and the consumer complaints provisions of federal insurance laws under the mandate of the FCAC, which requires insurers to belong to a complaints ombud-service and file a copy of their complaints handling policy with the FCAC. Segment Financial and Geographic Disclosures We have two primary operating segments — Term Life Insurance and Investment and Savings Products. The Term Life Insurance segment includes underwriting profits on our in-force book of term life insurance policies, net of reinsurance, which are underwritten by our life insurance company subsidiaries. The Investment and Savings Products segment includes mutual funds, managed investments and annuities distributed through licensed broker-dealer subsidiaries and includes segregated funds, an individual annuity savings product that we underwrite in Canada through Primerica Life Canada. We also have a Corporate and Other Distributed Products segment, which consists of the majority of net investment income earned by our invested asset portfolio, realized gains and losses on invested assets, interest expense on notes payable, redundant reserve financing transactions and our revolving credit facility, and revenues and expenses related to the distribution of non-core products. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations” and Note 3 (Segment and Geographical Information) to our consolidated financial statements included elsewhere in this report for more information concerning our domestic and international operations and our operating segments. For information on risks relating to our Canadian operations, see “Risk Factors” and “Quantitative and Qualitative Information About Market Risks – Canadian Currency Risk.” Competition We operate in a highly competitive environment with respect to the sale of financial products and for retaining our more productive sales representatives. Because we offer several different financial products, we compete directly with a variety of financial institutions, such as insurance companies and brokers, banks, finance companies, credit unions, broker-dealers, mutual fund companies and other financial products and services companies. Competitors with respect to our term life insurance products consist both of stock and mutual insurance companies, as well as other financial intermediaries. Competitive factors affecting the sale of life insurance products include the level of premium rates, benefit features, risk selection practices, compensation of sales representatives and financial strength ratings from ratings agencies such as A.M. Best. In offering our securities products, our sales representatives compete with a range of other advisors, broker-dealers and direct channels, including wirehouses, regional broker-dealers, independent broker-dealers, insurers, banks, asset managers, registered investment advisors, mutual fund companies and other direct distributors. The mutual funds that we offer face competition from other mutual fund families and alternative investment products, such as exchange-traded funds, while our managed investment programs compete with other fee-based advisory services offered by financial services firms. Our annuity products compete with products from numerous other companies. Competitive factors affecting the sale of annuity products include price, product features, investment performance, commission structure, perceived financial strength, claims-paying ratings, service, and distribution capabilities. Information Technology and Information Security Primerica has built a sophisticated set of information technology platforms to support our clients, operations and sales force. Located at our main campus in Duluth, Georgia, our data center houses an enterprise-class IBM mainframe that serves as the repository for all client and sales force data and operates as a database server for our distributed environment. This infrastructure also supports a combination of local and remote recovery solutions that are continually tested to ensure the Company can resume business in the event of a disaster. Our business applications, many of which are proprietary, are supported by experienced application developers and data center staff at our main campus. Our information security teams provide internal services that include project consulting, threat assessments and management, application and infrastructure assessments, secure configuration management, and information security administration. 18 The Company has developed a comprehensive information security risk management program and policies governing privacy and data protection that apply to all business lines and subsidiaries. The Company performs recurring internal and external audits, and has arranged for regular pr ofessional penetration tests of our cybersecurity and information security programs. Employees receive regular alerts advising them of the most relevant data security risks as well as privacy-related risks and procedures and they are subject to quarterly p hishing tests followed by further training as needed. The reporting of these risks and assessments is ongoing to senior management and to our Board of Directors. In connection with new cybersecurity regulations issued by the NYDFS, we developed a special cybersecurity program for New York licensees that include s information security, compliance training, and incident response planning. As part of the program, we completed a comprehensive cybersecurity risk assessment, which we will update annually . We adopted a new Incident Response Plan (“Plan”) in August 2016. Under this Plan, our Incident Response Team consists of employees from our information security, legal, compliance, public relations, and business teams. This Plan is designed to help Primerica identify and promptly respond to information security incidents, contain, eradicate and recover from such incidents, notify affected parties and, where appropriate, notify government and regulatory authorities. This plan documents the roles and responsibilities of Primerica personnel and third-party vendors in responding to information security incidents, including when and to whom incidents should be reported based on level of severity. On a semi-annual basis, the team undertakes facilitator-led trainings and simulations of information security incidents. We have also purchased cyber insurance coverage, which became effective in January 2017. Employees As of December 31, 2017, we had 1,856 full-time employees in the United States and 248 full-time employees in Canada. In addition, as of December 31, 2017, we had 534 on-call employees in the United States and 80 on-call employees in Canada who provided services on an as-needed hourly basis. None of our employees is a member of any labor union, and we have never experienced any business interruption as a result of any labor disputes. Available Information We make available free of charge on our website ( www.primerica.com ) our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable upon filing such information with, or furnishing it to, the SEC. Information included on our website is not incorporated by reference into this report. The Company’s reports are also available at the SEC’s Public Reference Room at 100 F. Street, NE, Washington, DC 20549, on the SEC’s website at www.sec.gov , or by calling the SEC at 1-800-SEC-0330. ITEM 1A. RISK FA CTORS. Risks Related to Our Distribution Structure Our failure to continue to attract new recruits, retain sales representatives or license or maintain the licensing of our sales representatives would materially adversely affect our business, financial condition and results of operations. New sales representatives provide us with access to new clients, enable us to increase sales and provide the next generation of successful sales representatives. As is typical with distribution businesses, we experience a high rate of turnover among our part-time sales representatives, which requires us to attract, retain and motivate a large number of sales representatives. Recruiting is performed by our current sales representatives, and the effectiveness of recruiting is generally dependent upon our reputation as a provider of a rewarding and potentially lucrative income opportunity, as well as the general competitive and economic environment. Whether recruits are motivated to complete their training and licensing requirements and commit to selling our products is largely dependent upon the effectiveness of our compensation and promotional programs, as well as the competitiveness of such programs compared with other companies, including other part-time business opportunities and our recruits’ desire to help middle-income families in their communities become educated about their finances and assist them in identifying products that provide income protection and savings opportunities. If our new business opportunities and products do not generate sufficient interest to attract new recruits, motivate them to become licensed sales representatives and maintain their licenses, and incentivize them to sell our products and recruit other new sales representatives, our business would be materially adversely affected. Certain key RVPs have large sales organizations that include thousands of sales representatives. These key RVPs are responsible for attracting, motivating, supporting and assisting the sales representatives in their sales organizations. The loss of one or more key RVPs together with a substantial number of their sales representatives for any reason could materially adversely affect our financial results and could impair our ability to attract new sales representatives. Furthermore, if we or any other businesses with a similar distribution structure engage in practices resulting in increased negative public attention for our business model, the resulting reputational challenges could adversely affect our ability to attract new recruits. Companies such as ours that use independent agents to sell directly to customers can be the subject of negative commentary on 19 website postings, social media and other non-traditional media. This negative commentary can spread inaccurate or inc omplete information about distribution companies in general or our company in particular, which can make our recruiting more difficult. From time to time, various jurisdictions make changes to the state or provincial licensing examination process that may make it more difficult for our sales representatives to obtain their life insurance licenses. Likewise, FINRA has announced a restructuring of its representative-level qualification examination program set for implementation in October 2018 that marks a conceptual change from FINRA’s current securities examination program. While the objective of the new program is to improve efficiencies, if the changes create barriers to entry that are not relevant to assessing an applicant’s competence, the costs significantly increase, or the program is implemented without adequate transitions, the restructured program could result in a decrease in the number of registrants obtaining their securities licenses in the United States. There are a number of laws and regulations that could apply to our distribution model, which could require us to modify our distribution structure. In the past, certain distribution models that use independent agents to sell directly to customers have been subject to challenge under various laws, including laws relating to business opportunities, franchising and unfair or deceptive trade practices. In general, state business opportunity and franchise laws in the United States prohibit sales of business opportunities or franchises unless the seller provides potential purchasers with a pre-sale disclosure document that has first been filed with a designated state agency and grants purchasers certain legal recourse against sellers of business opportunities and franchises. Certain Canadian provinces have enacted legislation dealing with franchising, which typically requires mandatory disclosure to prospective franchisees. We have not been, and are not currently, subject to business opportunity laws because the amounts paid by our new representatives to us: (i) are less than the minimum thresholds set by many state and provincial statutes and (ii) are not fees paid for the right to participate in a business, but rather are for bona fide expenses such as state and provincial-required insurance examinations and pre-licensing training. We have not been, and are not currently, subject to franchise laws for similar reasons. However, there is a risk that a governmental agency or court could disagree with our assessment or that these laws and regulations could change. In addition, although we do not believe that the Federal Trade Commission ("FTC")'s Business Opportunity Rule applies to our company, it could be interpreted in a manner inconsistent with our interpretation. Becoming subject to business opportunity or franchise laws or regulations could require us to provide additional disclosures and regulate the manner in which we recruit our sales representatives that may increase the expense of, or adversely impact our recruitment of new sales representatives. There are various laws and regulations that prohibit fraudulent or deceptive schemes known as pyramid schemes. In general, a pyramid scheme is defined as an arrangement in which new participants are required to pay a fee to participate in the organization and then receive compensation primarily for recruiting other persons to participate, either directly or through sales of goods or services that are merely disguised payments for recruiting others. The application of these laws and regulations to a given set of business practices is inherently fact-based and, therefore, is subject to interpretation by applicable enforcement authorities. Our sales representatives are paid commissions and other remuneration based on sales of our products and services to bona fide purchasers, and for this and other reasons we do not believe that we are subject to laws regulating pyramid schemes. Moreover, our sales representatives are not required to purchase any of the products marketed by us. However, even though we believe that our distribution practices are currently in compliance with, or exempt from, these laws and regulations, there is a risk that a governmental agency or court could disagree with our assessment or that these laws and regulations could change, which could require us to restructure our operations in certain jurisdictions or result in other costs or fines. There are also federal, state and provincial laws of general application, such as the Federal Trade Commission Act (the “FTC Act”), and state or provincial unfair and deceptive trade practices laws that could potentially be invoked to challenge aspects of our recruiting of sales representatives. In particular, our recruiting efforts include promotional materials for recruits that describe the potential business opportunity available to them if they join our sales force. These materials, as well as our other recruiting efforts and those of our sales representatives, are subject to scrutiny by the FTC and state and provincial enforcement authorities with respect to misleading statements, including misleading earnings or lifestyle claims made to encourage potential new recruits to join our sales force. If claims made by us or by our sales representatives are deemed to be unfair, deceptive, or misleading, it could result in violations of the FTC Act or similar state and provincial statutes prohibiting unfair or deceptive trade practices or result in reputational harm. Being subject to, or out of compliance with, the aforementioned laws and regulations could require us to change our distribution structure, which could materially adversely affect our business, financial condition and results of operations. There may be adverse tax, legal or financial consequences if the independent contractor status of our sales representatives is overturned. Our sales representatives are independent contractors who operate their own businesses. In the past, we have been successful in defending our company in various contexts before courts and governmental agencies against claims that our sales representatives should be treated like employees. Although we believe that we have properly classified our representatives as independent contractors, there is nevertheless a risk that the IRS, the Canada Revenue Agency, a court or other authority will take a different view. 20 Furthermore, the tests governing the determination of whether an individual is considered to be an independent contractor or an employee are typically fact- sensitive and vary from jurisdiction to jurisdiction. Laws and regulatio ns that govern the status and misclassification of independent sales representatives are subject to change or interpretation. The classification of workers as independent contractors has been the subject of federal, state and provincial legislative and regulatory interest over the last several years, with proposals being made that call for greater scrutiny of independent contractor classifications and greater penalties for companies who wrongly classify workers as independent contractors instead of employees. We cannot predict the outcome of these legislative and regulatory efforts. If there is an adverse determination with respect to the classification of some or all of our independent contractors by a court or governmental agency, we could incur significant costs in complying with such laws and regulations, including in respect of tax withholding, social security payments, retirement plan contributions and recordkeeping, employee benefits, payment of wages or modification of our business model, any of which could have a material adverse effect on our business, financial condition and results of operations. In addition, there is the risk that we may be subject to significant monetary liabilities arising from fines or judgments as a result of any such actual or alleged non-compliance with federal, state, or provincial laws. The Company’s or its independent sales representatives' violation of, or non-compliance with, laws and regulations and related claims and proceedings could expose us to material liabilities. Extensive federal, state, provincial and territorial laws regulate our product offerings and our relationships with our clients, imposing certain requirements that our sales representatives must follow. At any given time, we may have pending state, federal or provincial examinations or inquiries of our investment and savings products and insurance businesses. In addition to imposing requirements that sales representatives must follow in their dealings with clients, these laws and regulations generally require us to maintain a system of supervision reasonably designed to ensure that our sales representatives comply with the requirements to which they are subject. We have policies and procedures to comply with these laws and regulations. However, despite these compliance and supervisory efforts, the breadth of our operations and the broad regulatory requirements could result in oversight failures and instances of non-compliance or misconduct on the part of our sales representatives. From time to time, we are subject to private litigation as a result of alleged misconduct by our sales representatives. Examples include claims that a sales representative's failure to disclose underwriting-related information regarding the insured on an insurance application resulted in the denial of a life insurance policy claim, and with respect to investment and savings products sales, errors or omissions that a sales representative made in connection with the purchase or sale of a securities product. Non-compliance with laws or regulations by our sales representatives could result in adverse findings in either examinations or litigation and could subject us to sanctions, monetary liabilities, restrictions on or the loss of the operation of our business, or reputational harm, any of which could have a material adverse effect on our business, financial condition and results of operations. Any failure to protect the confidentiality of client information could adversely affect our reputation and have a material adverse effect on our business, financial condition and results of operations. Pursuant to federal, state and provincial laws, various government agencies have established rules protecting the privacy and security of personal information, which vary significantly from jurisdiction to jurisdiction. Many of our sales representatives, employees, and third-party service providers have access to, and routinely process, personal information of clients on paper and on personal and company-owned hardware, the Cloud and mobile devices through a variety of media, including the Internet and software applications. We rely on various internal processes and controls to protect the confidentiality of client information that is accessible to, or in the possession of, our company, our employees and our sales representatives. If a sales representative, employee, or third-party service provider intentionally or unintentionally discloses or misappropriates confidential client information or our data is the subject of a cybersecurity attack, or if we fail to maintain adequate internal controls or our sales representatives, employees, or service providers fail to comply with our policies and procedures, misappropriation or intentional or unintentional inappropriate disclosure or misuse of client information could occur. Such internal control inadequacies or non-compliance could materially damage our reputation or lead to civil or criminal penalties, which, in turn, could have a material adverse effect on our business, financial condition and results of operations. Risks Related to Our Insurance Business and Reinsurance We may face significant losses if our actual experience differs from our expectations regarding mortality or persistency. We set prices for life insurance policies based upon expected claim payment patterns derived from assumptions we make about the mortality rates, or likelihood of death, of our policyholders in any given year. The long-term profitability of these products depends upon how our actual mortality rates compare to our pricing assumptions. For example, if mortality rates are higher than those assumed in our pricing assumptions, we could be required to make more death benefit payments under our life insurance policies or to make such payments sooner than we had projected, which may decrease the profitability of our term life insurance products and result in an increase in the cost of our subsequent reinsurance transactions. The prices and expected future profitability of our life insurance products are also based, in part, upon assumptions related to persistency. Actual persistency that is lower than our persistency assumptions could have an adverse effect on profitability, especially 21 in the early years of a policy, primarily because we would be required to accelerate the amortizati on of expenses we deferred in connection with the acquisition of the policy. Actual persistency that is higher than our persistency assumptions could have an adverse effect on profitability in the later years of a block of policies because the anticipated claims experience is higher in these later years. If actual persistency is significantly different from that assumed in our pricing assumptions, our reserves for future policy benefits may prove to be inadequate. We are precluded from adjusting premiums on our in-force business during the initial term of the policies, and our ability to adjust premiums on in-force business after the initial policy term is limited to the maximum premium rates in the policy. Our assumptions and estimates regarding mortality and persistency require us to make numerous judgments and, therefore, are inherently uncertain. We cannot determine with precision the actual persistency or ultimate amounts that we will pay for actual claim payments on a block of policies, the timing of those payments, or whether the assets supporting these contingent future payment obligations will increase to the levels we estimate before payment of claims. If we conclude that our future policy benefit reserves, together with future premiums, are insufficient to cover actual or expected claims payments and the scheduled amortization of our deferred policy acquisition costs ("DAC"), we would be required to first accelerate our amortization of DAC and then increase our future policy benefit reserves in the period in which we make the determination, which could materially adversely affect our business, financial condition and results of operations. The occurrence of a catastrophic event could materially adversely affect our business, financial condition and results of operations. Our insurance operations are exposed to the risk of catastrophic events, which could cause a large number of premature deaths of our insureds. A catastrophic event could also cause significant volatility in global financial markets and disrupt the economy. Although we have ceded a significant majority of our mortality risk to reinsurers, a catastrophic event could cause a material adverse effect on our business, financial condition and results of operations. Claims resulting from a catastrophic event could cause substantial volatility in our financial results for any quarter or year and could also materially harm the financial condition of our reinsurers, which would increase the probability of default on reinsurance recoveries. Our ability to write new business could also be adversely affected. In addition, most of the jurisdictions in which our insurance subsidiaries are licensed to transact business require life insurers to participate in guaranty associations, which raise funds to pay contractual benefits owed pursuant to insurance policies issued by impaired, insolvent or failed issuers. It is possible that a catastrophic event could require extraordinary assessments on our insurance companies, which could have a material adverse effect on our business, financial condition and results of operations. Our insurance business is highly regulated, and statutory and regulatory changes may materially adversely affect our business, financial condition and results of operations. Life insurance statutes and regulations are generally designed to protect the interests of the public and policyholders. Those interests may conflict with the interests of our stockholders. Currently, in the United States, the power to regulate insurance resides almost exclusively with the states. The laws of the various U.S. jurisdictions grant state insurance regulators broad powers to regulate almost all aspects of our insurance business. Much of this state regulation follows model statutes or regulations developed or amended by the NAIC, which is composed of the insurance commissioners of each U.S. jurisdiction. The NAIC re-examines and amends existing model laws and regulations (including holding company regulations) in addition to determining whether new ones are needed. The Dodd-Frank Act created the Federal Insurance Office and authorized it to, among other things, study methods to modernize and improve insurance regulation. We cannot predict with certainty whether, or in what form, reforms will be enacted and, if so, whether the enacted reforms will materially affect our business. Changes in federal statutes, including the Gramm-Leach-Bliley Act and the McCarran-Ferguson Act, financial services regulation and federal taxation, in addition to changes to state statutes and regulations, may be more restrictive than current requirements or may result in higher costs, and could materially adversely affect our business, financial condition and results of operations. Federal and provincial insurance laws regulate all aspects of our Canadian insurance business. Changes to federal or provincial statutes and regulations may be more restrictive than current requirements or may result in higher costs, which could materially adversely affect our business, financial condition and results of operations. If OSFI determines that our corporate actions do not comply with applicable Canadian law, Primerica Life Canada could face sanctions or fines, and Primerica Life Canada could be subject to increased capital requirements or other requirements deemed appropriate by OSFI. We received approval from the Minister of Finance (Canada) under the Insurance Companies Act (Canada) in connection with our indirect acquisition of Primerica Life Canada. The Minister expects that a person controlling a federal insurance company will provide ongoing financial, managerial or operational support to its subsidiary should such support prove necessary, and has required us to sign a support principle letter to that effect. This ongoing support may take the form of additional capital, the provision of managerial expertise or the provision of support in such areas as risk management, internal control systems and training. However, the letter does not create a legal obligation on the part of the person to provide the support. In the event that OSFI determines Primerica Life Canada is not receiving adequate support from the Parent Company under applicable Canadian law, Primerica Life Canada may be subject to increased capital requirements or other requirements deemed appropriate by OSFI. If there were to be extraordinary changes to statutory or regulatory requirements in the United States or Canada, we may be unable to fully comply with or maintain all required insurance licenses and approvals. Regulatory authorities have relatively broad discretion to 22 grant, renew and revoke licenses and approvals. If we do not have all requisite licenses and approvals, or do not comply with applicable statutory and regulatory requirements, the regulatory authorities could preclude or temporarily suspend us from car rying on some or all of our insurance activities or impose fines or penalties on us, which could materially adversely affect our business, financial condition and results of operations. We cannot predict with certainty the effect any proposed or future leg islation or regulatory initiatives may have on the conduct of our business. A decline in the regulatory capital ratios of our insurance subsidiaries could result in increased scrutiny by insurance regulators and ratings agencies and have a material adverse effect on our business, financial condition and results of operations. Each of our U.S. insurance subsidiaries is subject to RBC standards (imposed under the laws of its respective jurisdiction of domicile). The RBC formula for U.S. life insurance companies generally establishes capital requirements relating to asset, insurance, interest rate and business risks. Our U.S. insurance subsidiaries are required to report their results of RBC calculations annually to the applicable state department of insurance and the NAIC. Our Canadian life insurance subsidiary is subject to minimum continuing capital and surplus requirements (“MCCSR”), and Tier 1 capital ratio requirements, and is required to provide its MCCSR and Tier 1 capital ratio calculations to the Canadian regulators. Beginning in 2018, the Life Insurance Capital Adequacy Test Guideline (“LICAT”) has replaced the MCCSR guidelines. The capitalization of our insurance subsidiaries is maintained at levels in excess of the effective minimum requirements of the NAIC in the United States and OSFI in Canada. In any particular year, statutory capital and surplus amounts and RBC and LICAT ratios may increase or decrease depending on a variety of factors, including the amount of statutory income or losses generated by our insurance subsidiaries, the amount of additional capital our insurance subsidiaries must hold to support business growth, changes in their reserve requirements, the value of securities in their investment portfolios, the credit ratings of investments held in their portfolios, changes in interest rates, credit market volatility, changes in consumer behavior, as well as changes to the NAIC's RBC formula or the LICAT calculation of OSFI. Many of these factors are outside of our control. Our financial strength and credit ratings are significantly influenced by the statutory surplus amounts and RBC and LICAT ratios of our insurance company subsidiaries. Ratings agencies may change their internal models, effectively increasing or decreasing the amount of statutory capital our insurance subsidiaries must hold to maintain their current ratings. In addition, recently enacted tax reform in the United States could lower our RBC ratio, which could adversely affect the ratings agencies’ assessment of the financial strength of our insurance subsidiaries. Ratings agencies also may downgrade the ratings of securities held in our insurance subsidiaries’ portfolios, which could result in a reduction of our insurance subsidiaries’ statutory capital and surplus and RBC. There is no assurance that our insurance subsidiaries will not need additional capital or, if needed, that we will be able to provide it to maintain the targeted RBC and LICAT levels to support their business operations. The failure of any of our insurance subsidiaries to meet its applicable RBC and LICAT requirements or minimum capital and surplus requirements could subject it to further examination or corrective action imposed by insurance regulators, including limitations on its ability to write additional business, supervision by regulators or seizure or liquidation. Any corrective action imposed could have a material adverse effect on our business, financial condition and results of operations. A decline in RBC or LICAT also limits the ability of our insurance subsidiaries to pay dividends or make distributions and could be a factor in causing ratings agencies to downgrade the financial strength ratings of all our insurance subsidiaries. Such downgrades would have an adverse effect on our ability to write new insurance policies and, therefore, could have a material adverse effect on our business, financial condition and results of operations. A significant ratings downgrade by a ratings organization could materially adversely affect our business, financial condition and results of operations. Each of our insurance subsidiaries, with the exception of Peach Re and Vidalia Re, has been assigned a financial strength rating by A.M. Best. Primerica Life currently also has an insurer financial strength rating from each of Standard & Poor's and Moody's. The financial strength ratings of our insurance subsidiaries are subject to periodic review using, among other things, the ratings agencies' proprietary capital adequacy models, and are subject to revision or withdrawal at any time. Insurance financial strength ratings are directed toward the concerns of policyholders and are not intended for the protection of stockholders or as a recommendation to buy, hold or sell securities. Our financial strength ratings will affect our competitive position relative to other insurance companies. If the financial strength ratings of our insurance subsidiaries fall below certain levels, some of our policyholders may move their business to our competitors. In addition, the models used by ratings agencies to determine financial strength are different from the capital requirements set by insurance regulators. Ratings organizations review the financial performance and financial conditions of insurance companies, and provide opinions regarding financial strength, operating performance and ability to meet obligations to policyholders. A significant downgrade in the financial strength ratings of any of our insurance subsidiaries, or the announced potential for a downgrade, could have a material adverse effect on our business, financial condition and results of operations by, among other things: •reducing sales of insurance products; •adversely affecting our relationships with our sales representatives; •materially increasing the amount of policy cancellations by our policyholders; •requiring us to reduce prices to remain competitive; and •adversely affecting our ability to obtain reinsurance at reasonable prices or at all. 23 If the rating agencies or regulators change their approach to financia l strength ratings and statutory capital requirements, we may need to take action to maintain current ratings and capital adequacy ratios, which could have a material adverse effect on our business, financial condition and results of operations. In addition to financial strength ratings of our insurance subsidiaries, the Parent Company currently has investment grade credit ratings from Standard & Poor's, Moody's, and A.M. Best. These ratings are indicators of a debt issuer's ability to meet the terms of debt obligations and are important factors in its ability to access liquidity in the debt markets. A rating downgrade by a rating agency can occur at any time if the rating agency perceives an adverse change in our financial condition, results of operations or ability to service debt. If such a downgrade occurs, it could have a material adverse effect on our financial condition and results of operations in many ways, including adversely limiting our access to capital in the unsecured debt market and potentially increasing the cost of such debt. The failure by any of our reinsurers or reserve financing counterparties to perform its obligations to us could have a material adverse effect on our business, financial condition and results of operations. We extensively use reinsurance in the United States to diversify our risk and to manage our loss exposure to mortality risk. Reinsurance does not relieve us of our direct liability to our policyholders, even when the reinsurer is liable to us. We, as the insurer, are required to pay the full amount of death benefits even in circumstances where we are entitled to receive payments from the reinsurer. Due to factors such as insolvency, adverse underwriting results or inadequate investment returns, our reinsurers may not be able to pay the amounts they owe us on a timely basis or at all. Further, reinsurers might refuse or fail to pay losses that we cede to them or might delay payment. Since death benefit claims may be paid long after a policy is issued, we bear credit risk with respect to our reinsurers. The creditworthiness of our reinsurers may change before we can recover amounts to which we are entitled. Any such failure to pay by our reinsurers could have a material adverse effect on our business, financial condition and results of operations. We also have in place coinsurance agreements that we originally entered into at the time of our IPO, pursuant to which we ceded between 80% and 90% of the risks and rewards of our term life insurance policies that were in force at year-end 2009. Under this arrangement, our existing reinsurance agreements remain in place. Each coinsurer entered into trust agreements with our respective insurance subsidiaries and a trustee pursuant to which the coinsurer placed assets (primarily treasury and fixed-income securities) in trust for such subsidiary's benefit to secure the coinsurer's obligations to such subsidiary. Each such coinsurance agreement requires each coinsurer to maintain assets in trust, which amount will not be less than the amount of the reserves for the coinsured liabilities. In Canada, the IPO reinsurer must hold pledged assets in a Canadian financial institution, not affiliated with the IPO reinsurer, with our Canadian insurance company having an enforceable security interest that has priority over any other security interest for the pledged assets. Furthermore, our insurance subsidiaries have the right to recapture the business upon the occurrence of an event of default under their respective coinsurance agreement subject to any applicable cure periods. While any such recapture would be at no cost to us, such recapture would result in a substantial increase in our insurance exposure and require us to be fully responsible for the management of the assets set aside to support statutory reserves. The type of assets we might obtain as a result of a recapture may not be as liquid as our current invested asset portfolio and could result in an unfavorable impact on our risk profile. There can be no assurance that the relevant coinsurer will pay the coinsurance obligations owed to us now or in the future or that it will pay these obligations on a timely basis. If any of the coinsurers becomes insolvent, the trust account to support the obligations of such coinsurer is insufficient to pay such coinsurer's obligations to us and we fail to enforce our right to recapture the business, it could have a material adverse effect on our business, financial condition and results of operations. We have entered into transactions by which we finance redundant statutory reserves of certain issue years of our Term Life business. Under these transactions, we pay a fee to financial counterparties for their commitment to support redundant reserves and provide corresponding statutory reinsurance credit, allowing us to more efficiently manage our capital. While we monitor the credit quality and financial strength of these counterparties, if their financial strength was significantly impaired to the extent that their support of our redundant reserves could no longer be relied upon, it could have a material adverse effect on our business, financial condition, and results of operations. Risks Related to Our Investments and Savings Products Business Our Investment and Savings Products segment is heavily dependent on mutual fund and annuity products offered by a relatively small number of companies, and, if these products fail to remain competitive with other investment options or we lose our relationship with one or more of these companies, our business, financial condition and results of operations may be materially adversely affected. We earn a significant portion of our earnings through our relationships with a small group of mutual fund and annuity companies. A decision by one or more of these companies to alter or discontinue their current arrangements or product offerings with us, or a change in law or regulation that compels us to alter or discontinue such arrangements, could materially adversely affect our business, financial condition and results of operations. If any of our investment and savings products fail to achieve satisfactory investment performance, our clients may seek higher yielding alternative investment products, and we could experience higher redemption rates. In addition, we earn a growing portion of our earnings through our asset-based advisory platform. A mix shift of new investments to our advisory platform could materially impact cash flows to our business, financial condition and results of operations. 24 In recent years there has been an increase in the popularity of alternative investments such as exchange traded funds (ETFs), which we do not currently offer on our brokerage platform, but which are available indirectly to our clients on our advisory platform. These investment opti ons typically have low fee structures and provide some of the attributes of mutual funds, such as risk diversification. If these products continue to gain traction among our client base as viable alternatives to mutual fund investments, or if other product innovations not offered by us gain traction, our investment and savings products revenues could decline. In addition to sales commissions and asset-based compensation, a portion of our earnings from investment and savings products comes from recordkeeping services that we provide to mutual fund companies and from fees earned for custodial services that we provide to clients with retirement plan accounts in the funds of these mutual fund companies. We also receive marketing and support fees from each of these mutual fund companies. A decision by one or more of these fund companies to alter or discontinue their current arrangements with us, or a change in law or regulation that compels us to alter or discontinue such arrangements, would materially adversely affect our business, financial condition and results of operations. The Company’s or its securities-licensed sales representatives' violations of, or non-compliance with, laws and regulations could expose us to material liabilities. Our subsidiary broker-dealer and registered investment advisor, PFS Investments, and its sales representatives, are subject to federal and state regulation of its securities business. These regulations cover sales practices, trade suitability, supervision of registered representatives, recordkeeping, the conduct and qualification of officers and employees, net capital requirements, business operations, the rules and regulations of the MSRB and state blue sky regulation. Investment advisory representatives are generally held to a higher standard of conduct than registered representatives. Our subsidiary, PSS, is a registered transfer agent engaged in the recordkeeping business and is subject to SEC regulation. Violations of laws or regulations applicable to the activities of PFS Investments or PSS, or violations by a third party with which PFS Investments or PSS contracts, could subject us to disciplinary actions and litigation and could result in the imposition of cease and desist orders, fines or censures, restitution to clients, suspension or revocation of SEC registration, suspension or expulsion from FINRA, reputational damage and legal expense, any of which could materially adversely affect our business, financial condition and results of operations. Our Canadian broker-dealer subsidiary, PFSL Investments Canada and its sales representatives are subject to the securities laws of the provinces and territories of Canada in which we sell our mutual fund products and to the rules of the MFDA, the self-regulatory organization governing mutual fund dealers. PFSL Investments Canada is subject to periodic review by both the MFDA and the provincial and territorial securities commissions to assess its compliance with, among other things, applicable capital requirements and sales practices and procedures. These regulators have broad administrative powers, including the power to limit or restrict the conduct of our business for failure to comply with applicable laws or regulations. Possible sanctions that could be imposed include the suspension of individual sales representatives, limitations on the activities in which the dealer may engage, suspension or revocation of the dealer registration, the ability to withhold licenses or to impose restrictive terms and conditions on the licenses of sales representatives, censure or fines, any of which could materially adversely affect our business, financial condition and results of operations. If heightened standards of conduct or more stringent licensing requirements, such as those proposed by the SEC and those adopted by the DOL, are imposed on us or our sales representatives, or selling compensation is reduced as a result of new legislation or regulations, it could have a material adverse effect on our business, financial condition and results of operations. Our U.S. sales representatives are subject to federal and state regulation as well as state licensing requirements. PFS Investments, which is regulated as a broker- dealer, and our U.S. sales representatives are currently subject to general anti-fraud limitations under the Exchange Act and SEC rules and regulations, as well as other conduct standards prescribed by FINRA. These standards generally require that broker-dealers and their sales representatives disclose conflicts of interest that might affect the advice or recommendations they provide and require them to make suitable investment recommendations to their customers. In January 2011 under the authority of the Dodd-Frank Act, which gives the SEC the power to impose on broker-dealers a heightened standard of conduct that is currently applicable only to investment advisers, the SEC recommended to Congress that the SEC adopt a fiduciary standard of conduct for broker-dealers that is uniform with that of investment advisors. The SEC has announced that it has begun work on such a rule proposal (the “SEC Rule”). On April 8, 2016, the DOL published a final rule (the “DOL Fiduciary Rule”), which more broadly defines the circumstances under which a person or entity may be considered a fiduciary for purposes of the prohibited transaction rules of the ERISA and IRC Section 4975. Simultaneously with publication of the DOL Fiduciary Rule, the DOL issued new, and amended existing, exemptions intended, among other things, to allow advisers and their firms to continue to receive common forms of compensation that would otherwise be prohibited due to the DOL Fiduciary Rule. On February 3, 2017, the President of the United States issued a memorandum directing the DOL to review the DOL Fiduciary Rule to determine, based on certain factors, whether the rule should be revised or rescinded. The DOL Fiduciary Rule and transitional exemptions became applicable on June 9, 2017, with the final exemptions scheduled to go into effect at the end of the Transition Period on July 1, 2019. The DOL has stated that it is conducting the review and will make the determinations directed by the President’s memorandum during the Transition Period. If the DOL Fiduciary Rule, including the final exemptions, were to become applicable in its current form, we believe that certain changes to our qualified plan business would be necessary in order for us to continue to help investors save for retirement. Because of 25 the uncertainty of the status of the DOL Fiduciary Rule or an SEC Rule, and because of the unsettled nature of the Transition Period, we have not determined the extent to which we would make necessitated compensation, product or other changes to our qualified investment and savings plan business, nor whether we would make such changes consistent across our non-qualified investment and savings business. While we have incurred, and would expect to continue to incur, increased costs associated with the DOL Fiduciary Rule, we cannot quantify the collective impact of those costs an d other changes on the Company. Changes resulting from the DOL Fiduciary Rule or an SEC Rule could make it more difficult for us and our sales representatives to profitably serve the middle-income market, which could materially adversely affect our busines s, financial condition, and results of operations. Heightened standards of conduct as a result of either of the above items or another similar proposed rule or regulation could also increase the compliance and regulatory burdens on our representatives, and could lead to increased litigation and regulatory risks, changes to our business model, a decrease in the number of our securities-licensed representatives and a reduction in the products we offer to our clients, any of which could have a material adverse effect on our business, financial condition and results of operations. If our suitability policies and procedures, or our policies and procedures for compliance with the DOL Fiduciary Rule, were deemed inadequate, it could have a material adverse effect on our business, financial condition and results of operations. We review the account applications that we receive for our investment and savings products for suitability and, in the case of certain applications for retirement products, for compliance with the DOL Fiduciary Rule. While we believe that the policies and procedures we implement to help our sales representatives assist clients in making appropriate and suitable investment choices, and in some cases choices that will satisfy the DOL Fiduciary Rule requirements and exemptions, are reasonably designed to achieve compliance with applicable securities laws and regulations, it is possible that the SEC, FINRA, the DOL, the IRS, state securities and insurance regulators or MFDA may not agree. Further, we could be subject to regulatory actions or private litigation, which could materially adversely affect our business, financial condition and results of operations. Our sales force support tools may fail to appropriately identify financial needs or suitable investment products. Our support tools are designed to educate potential and existing clients, help identify their financial needs, generally introduce the potential benefits of our product offerings, and identify suitable investment products. The assumptions and methods of analyses embedded in our support tools could be challenged and subject us to regulatory action by the SEC, the DOL, FINRA or other regulators, or private litigation, which could materially adversely affect our business, financial condition and results of operations. Non-compliance with applicable regulations could lead to revocation of our subsidiary's status as a non-bank custodian. PFS Investments is a non-bank custodian of retirement accounts, as permitted under Treasury Regulation 1.408-2. A non-bank custodian is an entity that is not a bank and that is permitted by the IRS to act as a custodian for retirement plan account assets of our clients. The IRS retains authority to revoke or suspend that status if it finds that PFS Investments is unwilling or unable to administer retirement accounts in a manner consistent with the requirements of the applicable regulations. Revocation of PFS Investments' non-bank custodian status would affect its ability to earn revenue for providing such services and, consequently, could materially adversely affect our business, financial condition and results of operations. As our securities sales increase, we become more sensitive to performance of the equity markets. A significant portion of our investment sales and assets under management are comprised of North American equity-based products. The multi-year growth in equity valuations has increased proportionally the Company’s revenue and product income derived from the sale of these products. A significant correction in the North American equity markets that decreases the company’s assets under management, or a protracted long-term downturn in equity market performance that has a negative effect on the Company’s sales of securities products, could have an adverse effect on our business, financial condition and results of operations. Other Risks Related to Our Business If one of our significant information technology systems fails, if its security is compromised, or if the Internet becomes disabled or unavailable, our business, financial condition and results of operations may be materially adversely affected. Our business is highly dependent upon the effective operation of our information technology systems and third-party technology systems, networks and clouds to record, process, transmit and store information, including sensitive customer and proprietary information. We rely on these systems throughout our business for a variety of functions including to conduct many of our business activities and transactions with our customers, representatives, vendors and other third parties, to prepare our financial statements and to communicate with our Board of Directors. Our information technology systems and applications run a variety of third-party and proprietary software, including POL (our secure intranet website designed to be a support system for our sales force), the Primerica App, our insurance administration system, Virtual Base Shop (our secure intranet-based paperless field office management system for RVPs), TurboApps (our point-of-sale tool that streamlines the application process for our insurance product), our FNA tool, our licensing decision and support system, and our compensation system. Our business also relies on the use by employees, representatives and other third parties of electronic mobile devices, such as laptops, tablets and smartphones, which are particularly vulnerable to loss and theft. 26 Maintaining the integrity of these systems and networks is critical to the success of our business operations, including the retention of our representatives and customers, and to the protection of our proprietary information and our customers’ confidential and personal information. We could experience a failure of one or more of these systems or could fail to complete all necessary data reconciliation or other conversion controls when implementing new software systems. In addition, despite the implementation of security and back-up measures, our information technology systems may be vulnerable to physi cal or electronic intrusions, viruses or other attacks, programming errors and similar disruptions. We are subject to international, federal and state regulations, and in some cases contractual obligations, that require us to establish and maintain policies and procedures designed to protect sensitive customer, employee, sales representative and third-party information. We have implemented and maintain security measures, including industry-standard commercial technology, designed to protect against breaches of security sales and other interference with our systems and networks resulting from attacks by third parties, including hackers, and from employee or representative error or malfeasance. We continually assess our ability to monitor, respond to, and recover from such threats. We also require third-party vendors, who in the provision of services to us are provided with or process information pertaining to our business or our customers, to meet certain information security standards. Despite the measures we have taken and may in the future take to address and mitigate cybersecurity and technology risks, we cannot assure that our systems and networks will not be subject to breaches or interference. Any such breaches or interference by third parties or by our sales representatives or employees that may occur in the future including the failure of any one of these systems for any reason, could cause significant interruptions to our operations, which could have a material adverse effect on our business, financial condition and results of operations. Anyone who is able to circumvent our security measures and penetrate our information technology systems could access, view, misappropriate, alter, or delete information in the systems, including personally-identifiable client information and proprietary business information. In addition, an increasing number of jurisdictions require that regulators and clients be notified if a security breach results in the disclosure of personally-identifiable client information, which could exacerbate the harm to our business, financial condition or results of operations. We cannot be certain that advances in criminal capabilities, discovery of new vulnerabilities, attempts to exploit vulnerabilities in our systems, data thefts, physical system or network break-ins or inappropriate access, or other developments will not compromise or breach the technology or other security measures protecting the networks and systems used in connection with our business. Operating system failures, ineffective system implementation, loss of the Internet or the compromise of security with respect to internal, external or third-party operating systems or portable electronic devices could subject us to significant civil and criminal liability, harm our reputation, interrupt our business operations, deter people from purchasing our products, require us to incur significant technical, legal and other expenses, and adversely affect our internal control over financial reporting, business, financial condition, or results of operations. The current legislative and regulatory climate with regard to cybersecurity may adversely affect our business, financial condition, and results of operations. Various international, federal and state legislative and regulatory bodies are considering or have considered, proposed, or adopted new standards and rules regarding protection of personally-identifiable information. Such laws or regulations could require us to implement new technologies or revise and maintain policies and procedures designed to protect sensitive customer, employee, representative and third-party information. Being subject to, or out of compliance with, the aforementioned laws and regulations could result in material costs, fines, penalties or litigation, which could materially adversely affect our business, financial condition and results of operations. In the event of a disaster, our business continuity plan may not be sufficient, which could have a material adverse effect on our business, financial condition and results of operations. Our infrastructure supports a combination of local and remote recovery solutions for business resumption in the event of a disaster, including a security incident. In the event of either a campus-wide destruction or the inability to access our data center or main campus in Duluth, Georgia, our business recovery plan provides for a limited number of our employees to perform their work functions via a dedicated business backup/recovery site located around 20 miles from our main campus or by remote access from an employee's home. However, in the event of campus-wide destruction, our business recovery plan may be inadequate, and our employees and sales representatives may be unable to carry out their work, which could have a material adverse effect on our business, financial condition and results of operations. Credit deterioration in, and the effects of interest rate fluctuations on, our invested asset portfolio and other assets that are subject to changes in credit quality and interest rates could materially adversely affect our business, financial condition and results of operations. A large percentage of our invested asset portfolio is invested in fixed-income securities. As a result, credit deterioration and interest rate fluctuations could materially affect the value of and earnings generated by our invested asset portfolio. Fixed-income securities decline in value if there is no active trading market for the securities or the market's impression of, or the ratings agencies' views on, the credit quality of an issuer worsens. During periods of declining market interest rates, we must invest the cash we receive as 27 interest, return of principal on our investments and cash from operations in lower-yielding, high-grade instruments or i n lower-credit instruments to maintain comparable returns. Issuers of fixed-income securities could also decide to prepay their obligations to borrow at lower market rates, which would increase our reinvestment risk. If interest rates generally increase, t he fair value of our fixed rate income portfolio decreases. Additionally, if the fair value of any security in our invested asset portfolio decreases, we may realize losses if we deem the value of the security to be other-than-temporarily impaired. We als o have an asset on deposit with a coinsurer backing a 10% coinsurance agreement entered into at the time of our IPO. The fair value of this asset is influenced by fluctuation in credit spreads and interest rates, and changes in fair value are recognized i n income. To the extent that any fluctuations in fair value or interest rates are significant or we recognize impairments that are material, it could have a material adverse effect on our business, financial condition and results of operations. Valuation of our investments and the determination of whether a decline in the fair value of our invested assets is other-than-temporary are based on estimates that may prove to be incorrect. U.S. GAAP requires that when the fair value of any of our invested assets declines and such decline is deemed to be other-than-temporary, we recognize a loss in either our statement of income or in other comprehensive income based on certain criteria in the period that such determination is made. The determination of the fair value of certain invested assets, particularly those that do not trade on a regular basis, requires an assessment of available data and the use of assumptions and estimates. Once it is determined that the fair value of an asset is below its carrying value, we must determine whether the decline in fair value is other-than- temporary, which is based on subjective factors and involves a variety of assumptions and estimates. There are certain risks and uncertainties associated with determining whether declines in fair value are other-than-temporary. These include significant changes in general economic conditions and business markets, trends in certain industry segments, interest rate fluctuations, rating agency actions, changes in significant accounting estimates and assumptions and legislative actions. In the case of mortgage- and asset-backed securities, there is added uncertainty as to the performance of the underlying collateral assets. To the extent that we are incorrect in our determination of the fair value of our investment securities or our determination that a decline in their value is other-than-temporary, we may realize losses that never actually materialize or may fail to recognize losses within the appropriate reporting period. Changes in accounting standards can be difficult to predict and could adversely impact how we record and report our financial condition and results of operations. Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. U.S. GAAP continues to evolve and, as a result, will change the financial accounting and reporting standards that govern the preparation of our financial statements. These changes can be hard to anticipate and implement and can materially impact how we record and report our financial condition and results of operations. For example, the Financial Accounting Standards Board ("FASB") is in the process of re-deliberating its exposure draft that proposes significant changes in the methodology for measuring future policy benefits and deferred acquisition costs on our consolidated balance sheets as well as the timing of when we recognize the impact from changes in insurance contract assumptions in our statement of income and statement of other comprehensive income. This proposed accounting standard, in addition to other financial reporting standard changes being discussed by the FASB and the SEC, could adversely impact both our financial condition and results of operations as reported on a U.S. GAAP basis. Additionally, the Company’s insurance company subsidiaries prepare statutory financial statements in accordance with accounting principles designated by regulators in the jurisdictions in which they are domiciled. The financial statements of our U.S. insurance subsidiaries are prepared in accordance with statutory accounting principles prescribed or permitted by state insurance departments and the NAIC. Statutory accounting principles, including actuarial methodologies for estimating reserves, are subject to continuous evaluation by the NAIC and state insurance departments. Similarly, our Canadian life insurance subsidiary is required to prepare statutory financial statements in accordance with IFRS, as prescribed by the Office of the Superintendent of Financial Institutions in Canada. In 2017, the International Accounting Standards Board finalized a new IFRS standard that will significantly overhaul our Canadian life insurance subsidiary’s accounting for insurance contracts for statutory reporting purposes beginning in 2021. The statutory financial statements of our insurance company subsidiaries, which are used to determine dividend capacity and risk-based capital, could be adversely affected by these and other future changes implemented by jurisdictional insurance departments. Therefore, the ability of our insurance companies to comply with regulatory minimum capital requirements and ultimately pay dividends to the Parent Company could be adversely impacted. The effects of economic down cycles could materially adversely affect our business, financial condition and results of operations. Our business, financial condition and results of operations have been materially adversely affected by economic downturns in the United States and Canada, as well as issues in the global economy that may have repercussions on our local markets. Economic downturns, which are often characterized by higher unemployment, lower family income, lower valuation of retirement savings accounts, lower corporate earnings, lower business investment and lower consumer spending, have adversely affected the demand for the term life insurance, investment and savings and other financial products that we sell. Future economic down cycles could adversely affect new sales and cause clients to liquidate mutual funds and other investments sold by our sales representatives. This could cause a decrease in the asset value of client accounts, reduce our trailing commission revenues and result in a decline in the fair 28 value of our invested asset p ortfolio. In addition, we may experience an elevated incidence of lapses or surrenders of insurance policies, and some of our policyholders may choose to defer paying insurance premiums or stop paying insurance premiums altogether. Further, volatility in e quity markets or downturns could discourage purchases of the investment products that we distribute and could have a materially adverse effect on our business, including our ability to recruit and retain sales representatives. We are subject to various federal, state and provincial laws and regulations in the United States and Canada, changes in which or violations of which may require us to alter our business practices and could materially adversely affect our business, financial condition and results of operations. In the United States, we are subject to many regulations, including the Gramm-Leach-Bliley Act and its implementing regulations, including Regulation S-P, the Fair Credit Reporting Act, the Right to Financial Privacy Act, the Foreign Corrupt Practices Act, the Sarbanes-Oxley Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Telephone Consumer Protection Act, the FTC Act, the Health Insurance Portability and Accountability Act (HIPAA), the Electronic Funds Transfer Act, and the Interlink Network Inc. Operating Regulations. We are also subject to anti-money laundering laws and regulations, including the Bank Secrecy Act, as amended by the Patriot Act, which requires us to develop and implement customer identification and risk-based anti-money laundering programs, report suspicious activity and maintain certain records. Further, we are required to follow certain economic and trade sanctions programs that are administered by the Office of Foreign Asset Control that prohibit or restrict transactions with suspected countries, their governments, and in certain circumstances, their nationals. In Canada, we are subject to provincial and territorial regulations, including consumer protection legislation that pertains to unfair and misleading business practices, provincial and territorial credit reporting legislation that provides requirements in respect of obtaining credit bureau reports and providing notices of decline, the Personal Information Protection and Electronic Documents Act, the Competition Act, the Corruption of Foreign Public Officials Act, the Telecommunications Act and certain Canadian Radio-television and Telecommunications Commission Telecom Decisions in respect of unsolicited telecommunications. We are also subject to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and its accompanying regulations, which require us to develop and implement anti-money laundering policies and procedures relating to customer indemnification, reporting and recordkeeping, develop and maintain ongoing training programs for employees, perform a risk assessment on our business and clients and institute and document a third-party independent review of our anti-money laundering program at least once every two years. We are also required to follow certain economic and trade sanctions and legislation that prohibit us from, among other things, engaging in transactions with, and providing services to, persons on lists created under various federal statutes and regulations and blocked persons and foreign countries and territories subject to Canadian sanctions administered by Foreign Affairs and International Trade Canada and the Department of Public Safety Canada. Changes in, or violations of, any of these laws or regulations may require additional compliance procedures, or result in enforcement proceedings, sanctions or penalties, which could have a material adverse effect on our business, financial condition and results of operations. Litigation and regulatory investigations and actions may result in financial losses and harm our reputation. We face a risk of litigation and regulatory investigations and actions in the ordinary course of operating our businesses. From time to time, we are subject to private litigation as a result of alleged sales representative misconduct or alleged failure of the Company to follow applicable insurance, securities or other laws or regulations. For example, we may become subject to lawsuits alleging, among other things, issues relating to sales or underwriting practices, product design and disclosure, delay of benefits, and product pricing. In addition, we are subject to litigation arising out of our general business activities. For example, we have a large sales force and we could face claims by current or former sales representatives arising out of their relationship with us as independent contractors or regarding compensation-related issues. If we become subject to any such litigation, the associated legal expense and any judgment or settlement of the claims could have a material adverse effect on our business, financial condition and results of operations. We are undergoing multi-state treasurer unclaimed property audits by 30 jurisdictions currently focused on the life insurance claims paying practices of our subsidiaries, Primerica Life and NBLIC. Other jurisdictions may pursue similar audits and litigation. The potential outcome of such actions is difficult to predict but could subject us to adverse consequences, including, but not limited to, settlement payments, additional payments to beneficiaries, and additional escheatment of funds deemed abandoned under state laws. We cannot reasonably estimate the likelihood or the impact of additional costs or liabilities that could result from resolution of these matters, or the effect these matters may have on the conduct of our business, financial condition and results of operations. We are also routinely subject to regulatory inquiries, such as information requests, subpoenas and books and record examinations, from state, provincial and federal regulators and other authorities and from time to time, regulatory investigations as a result of alleged sales representative misconduct or alleged failure of the Company to follow applicable laws or regulations. A substantial legal liability or a significant regulatory action against us could have a material adverse effect on our business, financial condition and results of operations. Moreover, even if we ultimately prevail in any litigation, regulatory action or investigation, we could suffer significant reputational harm and we could incur significant legal expenses, either of which could have a material adverse effect on our business, financial condition and results of operations. In addition, increased regulatory scrutiny and any resulting investigations or proceedings could 29 result in new legal precedents and industry-wide regulations or practices that could materially adversely affect our business, financial condition and results of operations. The current legislative and regulatory climate with regard to financial services may adversely affect our business, financial condition, and results of operations. The volume of legislative and regulatory activity relating to financial services has increased substantially in recent years, and the level of enforcement actions and investigations by federal, state and provincial regulators may increase correspondingly. Legislative, regulatory and enforcement activity at the federal level may contribute to heightened activity at the state and provincial level. If we or our sales representatives become subject to new requirements or regulations, it could result in increased litigation, regulatory risks, changes to our business model, a decrease in the number of our securities-licensed representatives or a reduction in the products we offer to our clients or the profits we earn, which could have a material adverse effect on our business, financial condition and results of operations. Regulators could adopt laws or interpret existing laws in a way that would require retroactive changes to our business, accounting practices, or redundant reserve financing structures. Any such retroactive changes could have a material adverse effect on our business, financial condition and results of operations. The inability of our subsidiaries to pay dividends or make distributions or other payments to us in sufficient amounts would impede our ability to meet our obligations and return capital to our stockholders. Operations of the Company are conducted by its subsidiaries. As such, Primerica, Inc. is a holding company that has no significant operations. Our primary asset is the capital stock of our subsidiaries and our primary liability is our Senior Notes. We rely primarily on dividends and other payments from our subsidiaries to meet our operating costs, other corporate expenses, Senior Note obligations, as well as to return capital to our stockholders. The ability of our subsidiaries to pay dividends to us depends on their earnings, covenants contained in existing and future financing or other agreements and on regulatory restrictions. The ability of our insurance subsidiaries to pay dividends will further depend on their statutory income and surplus. If the cash we receive from our subsidiaries pursuant to dividend payments and tax sharing arrangements is insufficient for us to fund our obligations or if a subsidiary is unable to pay dividends to us, we may be required to raise cash through the incurrence of debt, the issuance of equity or the sale of assets. However, given the historic volatility in the capital markets, there is no assurance that we would be able to raise cash by these means. The jurisdictions in which our insurance subsidiaries are domiciled impose certain restrictions on their ability to pay dividends to us. In the United States, these restrictions are based, in part, on the prior year's statutory income and surplus. In general, dividends up to specified levels are considered ordinary and may be paid without prior approval. Dividends in larger amounts are subject to approval by the insurance commissioner of the state of domicile. In Canada, dividends can be paid, subject to the paying insurance company continuing to meet the regulatory requirements for capital adequacy and liquidity and upon 15 days' minimum notice to OSFI. No assurance is given that more stringent restrictions will not be adopted from time to time by jurisdictions in which our insurance subsidiaries are domiciled, and such restrictions could have the effect, under certain circumstances, of significantly reducing dividends or other amounts payable to us by our subsidiaries without prior approval by regulatory authorities. In addition, in the future, we may become subject to debt covenants or other agreements that limit our ability to return capital to our stockholders. The ability of our insurance subsidiaries to pay dividends to us is also limited by our need to maintain the financial strength ratings assigned to us by the ratings agencies. If any of our subsidiaries were to become insolvent, liquidate or otherwise reorganize, we, as sole stockholder, will have no right to proceed against the assets of that subsidiary. Furthermore, with respect to our insurance subsidiaries, we, as sole stockholder, will have no right to cause the liquidation, bankruptcy or winding- up of the subsidiary under the applicable liquidation, bankruptcy or winding-up laws, although, in Canada, we could apply for permission to cause liquidation. The applicable insurance laws of the jurisdictions in which each of our insurance subsidiaries is domiciled would govern any proceedings relating to that subsidiary. The insurance authority of that jurisdiction would act as a liquidator or rehabilitator for the subsidiary. Both creditors of the subsidiary and policyholders (if an insurance subsidiary) would be entitled to payment in full from the subsidiary's assets before we, as the sole stockholder, would be entitled to receive any distribution from the subsidiary. If the ability of our insurance or non-insurance subsidiaries to pay dividends or make other distributions or payments to us is materially restricted by regulatory requirements, bankruptcy or insolvency, or our need to maintain our financial strength ratings, or is limited due to operating results or other factors, it could materially adversely affect our ability to fund our obligations and return capital to our stockholders. A significant change in the competitive environment in which we operate could negatively affect our ability to maintain or increase our market share and profitability. We face competition in all of our business lines. Our competitors include financial services companies, banks, investment management firms, broker-dealers, insurance companies, insurance brokers and direct sales companies. In many of our product offerings, we face competition from competitors that may have greater market share or breadth of distribution, offer a broader range of products, services or features, assume a greater level of risk, have lower profitability expectations, have lower fee and expense ratios, have higher financial strength ratings or offer more robust digital tools and self-service capabilities than we do. More recently, 30 significant capital has been invested in direct-to-consumer offerin gs, including wealth management, retirement and life insurance products. In addition, regulatory changes and competitive factors are leading to innovations in product offerings. To the extent these entrants create a significant change in the competitive e nvironment, our ability to maintain or increase our market share and profitability could be materially adversely affected. The loss of key employees and sales force leaders could negatively affect our financial results and impair our ability to implement our business strategy. Our success substantially depends on our ability to attract and retain key members of our senior management team. The efforts, personality and leadership of our senior management team have been, and will continue to be, critical to our success. The loss of service of our senior management team due to disability, death, retirement or some other cause could reduce our ability to successfully motivate our sales representatives, or implement our business plan which could have a material adverse effect on our business, financial condition and results of operations. Although our senior executive officers have entered into employment agreements with us, there is no assurance that they will complete the term of their employment agreements or that they or the Company will renew them upon expiration. In addition, the loss of key RVPs for any reason could negatively affect our financial results, impair our ability to attract new sales representatives and hinder future growth. We may be materially adversely affected by currency fluctuations in the United States dollar versus the Canadian dollar. The Canadian dollar is the functional currency for our Canadian subsidiaries and our financial results, reported in U.S. dollars, are affected by changes in the currency exchange rate. The assets, liabilities, revenues, and expenses of our Canadian subsidiaries are generally all denominated in Canadian dollars. However, the Canadian dollar financial statements of our Canadian subsidiaries are translated into U.S. dollars in our consolidated financial statements. Therefore, significant exchange rate fluctuations between the U.S. dollar and the Canadian dollar could have a material adverse effect on our financial condition and results of operations. A weaker Canadian dollar relative to the U.S. dollar would result in lower levels of reported revenues, expenses, net income, assets, liabilities and accumulated other comprehensive income as translated in our U.S. dollar reporting currency financial statements. In addition, our net investment in our Canadian subsidiaries is significantly affected by fluctuations in the exchange rate between the U.S. dollar and the Canadian dollar. The market price of our common stock may fluctuate. The stock market in general, and the market for companies in the financial services industry in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Also, broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance. Our stock could be subject to wide fluctuations in price in response to various factors, many of which are beyond our control, that include the following: •fluctuations in stock market prices and trading volumes of similar companies, and general market conditions and overall fluctuations in U.S. equity markets; •low trading volume and short interest positions in our common stock; •our ability to meet or exceed our own forecasts or expectations of analysts or investors; •changes in our securities analysts’ estimates of our future financial performance; •variations in our quarterly operating results; •changes, or the expectation of changes in federal and state law, policy and regulation, or changes in the ways that laws and regulations are interpreted and applied; •the initiation, pendency or outcome of litigation, regulatory reviews and investigations, and any adverse publicity related thereto; •actions by the New York Stock Exchange (“NYSE”), or uncertainty related to possible actions by the NYSE, related to the continued listing of our common stock; •negative media reports with respect to us and/or our industry; •the loss of key personnel; •general economic conditions; and •other risks and uncertainties described in these risk factors. I TEM 1B.UNRESOLVED STAFF COMMENTS. Not applicable. 31 I TEM 2.PROPERTIES. We lease all of our office, warehouse, printing, and distribution properties. Our executive and home office operations for substantially all of our domestic U.S. operations (except New York) are located in Duluth, Georgia, in a build-to-suit facility completed in 2013. The initial lease term for the facility is 15 years. We also lease continuation of business, print/distribution, and warehouse space in or around Duluth, Georgia, under leases expiring in February 2020, June 2028 and June 2023, respectively. NBLIC subleases general office space in Long Island City, New York, under a sublease expiring in March 2020. In Canada, we lease general office space in Mississauga, Ontario, under a lease expiring in October 2030 and warehouse and printing operation space in Mississauga, Ontario, under a separate lease also expiring in October 2018. Each of these leased properties is used by both of our operating segments, with the exception of our NBLIC office space, which is not used by our Investment and Savings Products segment. We believe that our existing facilities in the U.S. and Canada are adequate for our current requirements and for our operations in the foreseeable future. For additional details on our operating leases, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Contractual Obligations.” I TEM 3.LEGAL PROCEEDINGS. We are involved from time to time in legal disputes, regulatory inquiries and arbitration proceedings in the normal course of business. Additional information regarding certain legal proceedings to which we are a party is described under “Contingent Liabilities” in Note 16 (Commitments and Contingent Liabilities) to our consolidated financial statements included elsewhere in this report, and such information is incorporated herein by reference. As of the date of this report, we do not believe any pending legal proceeding to which Primerica or any of its subsidiaries is a party is required to be disclosed pursuant to this item. I T EM 4.MINE SAFETY DISCLOSURES. Not applicable. I TEM X.EXECUTIVE OFFICERS AND CERTAIN SIGNIFICANT EMPLOYEES OF THE REGISTRANT Our executive officers are elected or appointed by our Board of Directors. The name, age at February 26, 2018, and position of each of our executive officers and certain significant employees are presented below. These officers comprise our senior management team. Name Age Position Glenn J. Williams 58 Chief Executive Officer Peter W. Schneider 61 President Alison S. Rand 50 Executive Vice President and Chief Financial Officer Gregory C. Pitts 55 Executive Vice President and Chief Operating Officer William A. Kelly 62 President of PFS Investments John A. Adams 59 Chief Executive Officer, Primerica Life Insurance Company of Canada Michael C. Adams 61 Executive Vice President and Chief Business Technology Officer Chess E. Britt 61 Executive Vice President and Chief Marketing Officer Jeffrey S. Fendler 61 Executive Vice President and Chief Compliance and Risk Officer Alexis P. Ginn 70 Executive Vice President and General Counsel Robert H. Peterman, Jr. 52 President, Primerica Distribution Set forth below is biographical information concerning our executive officers. Glenn J. Williams has served as Chief Executive Officer since April 2015. He served as President from 2005 to April 2015, as Executive Vice President from 2000 to 2005, and in various capacities at the Company since 1981. Mr. Williams earned his B.S. in education from Baptist University of America in 1981. Peter W. Schneider has served as President since April 2015. He served as Executive Vice President, General Counsel, and Chief Administrative Officer from 2000 to April 2015 and as Corporate Secretary from 2000 through January 2014. He worked at the law firm of Rogers & Hardin LLP as a partner from 1988 to 2000. Mr. Schneider earned both his B.S. in political science and industrial relations in 1978 and his J.D. in 1981 from the University of North Carolina at Chapel Hill. He serves on the boards of directors of the Securities Industry and Financial Markets Association (SIFMA), the Northwest YMCA, the Carolina Center for Jewish Studies, and the Anti-Defamation League Southeast Region. 32 Alison S. Rand has served as Executive Vice President and Chief Financial Officer since 2000 and in various capacities at the Company since 1995. Prior to 1995, Ms. Rand worked in the audit department of KPMG LLP. Ms. Rand earned her B.S. in accounting from the University of Florida i n 1990 and is a certified public accountant. She is a board member of Cool Girls, Inc., Junior Achievement of Georgia and the University of Florida National Foundation. She also serves on the Terry College of Business Executive Education CFO Roundtable Adv isory Board. Gregory C. Pitts has served as Executive Vice President and Chief Operating Officer since December 2009, as Executive Vice President since 1995 with responsibilities within the Term Life Insurance and Investment and Savings Products segments and information technology division and in various capacities at the Company since 1985. Mr. Pitts earned his B.S.B.A. in general business from the University of Arkansas in 1985. He serves on the Boy Scouts of America Atlanta Area Council. William A. Kelly has served as President of PFS Investments since 2005 and in various capacities at the Company since 1985. Mr. Kelly graduated from the University of Georgia in 1979 with a B.B.A. in accounting. Set forth below is biographical information concerning certain significant employees. John A. Adams has served as the Chief Executive Officer of Primerica Life Insurance Company of Canada (“Primerica Life Canada”) since 2003. He previously served Primerica Life Canada as Chief Financial Officer and before that as Vice President of Finance. Before joining Primerica, Mr. Adams served as the Director of Finance of a major Canadian university and Treasurer of an insurance group of companies. He began his career in 1980 with KPMG LLP. He graduated from Trinity College at the University of Toronto in 1980 with a Bachelor of Commerce, and is a Chartered Accountant and Chartered Professional Accountant. John has provided industry leadership as a board member of the Investment Funds Institute of Canada (the mutual fund industry association) since 2005, and has just completed a two-year term as its Board Chairman. He is also a board member of the Federation of Mutual Fund Dealers. Michael C. Adams has served as Chief Business Technology Officer since April 2010, as Executive Vice President responsible for business technology since 1998 and in various capacities at the Company since 1980. Mr. Adams earned his B.A. in business and economics from Hendrix College in 1978. Chess E. Britt has served as Chief Marketing Officer since April 2010, as Executive Vice President responsible for marketing administration and field communication since 1995 and in various capacities at the Company since 1982. Mr. Britt earned his B.A. in business administration from the University of Georgia in 1978. He serves on the board of directors of the Gwinnett Chamber of Commerce. Jeffrey S. Fendler has served as Executive Vice President and Chief Compliance and Risk Officer of the Company since February 2014. He served as President of Primerica Life from 2005 through January 2014 and in various capacities at the Company since 1980. Mr. Fendler received a B.A. in economics from Tulane University. Alexis P. Ginn has served as our Executive Vice President and General Counsel since May 2015 and as Executive Vice President and Deputy General Counsel from July 1998 to May 2015 . She has served in various legal capacities with Primerica since 1991. Ms. Ginn began her career as a trial attorney in the Civil Division of the Department of Justice. She received her B.S. with honors from Tufts University and her J.D. from George Washington University Law School where she was on the law review and a member of the Order of the Coif. Robert H. Peterman, Jr. has served since December 2013 as President of Primerica Distribution, where he is responsible for recruiting, licensing, licensing education, field compensation, field equity, and decision support. In 2005, he became Executive Vice President and was given responsibility for the Company’s Grow the Sales Force initiative. He has also been responsible for Primerica’s New York life insurance company since December 2013, serving as Chief Executive Officer since January 2017. Mr. Peterman joined the Company in October 1984 and has served in many varying roles throughout the business. 33 P ART II I TEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Quarterly Common Stock Prices and Dividends The common stock of Primerica, Inc. (“Primerica”, “we”, “us” or the “Parent Company”) is listed for trading on the New York Stock Exchange (“NYSE”) under the symbol “PRI.” The quarterly high and low sales prices for our common stock as reported on the NYSE and the dividends paid per quarter for the periods indicated were as follows: High Low Dividend 2017 4 th quarter $106.40 $81.40 $0.20 3 rd quarter 84.90 71.60 0.20 2 nd quarter 86.45 70.00 0.19 1 st quarter 84.15 69.00 0.19 2016 4 th quarter $73.05 $52.75 $0.18 3 rd quarter 59.34 49.69 0.18 2 nd quarter 58.81 42.74 0.17 1 st quarter 46.86 37.09 0.17 Dividends We paid quarterly dividends to our stockholders totaling approximately $35.8 million and $33.4 million in 2017 and 2016, respectively. As of January 31, 2018, we had 100 holders of record of our common stock. In the first quarter of 2018, we declared a quarterly dividend to stockholders of $0.25 per share. We currently expect to continue to pay quarterly cash dividends to holders of our common stock. Our payment of cash dividends is at the discretion of our Board of Directors in accordance with applicable law after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for growth. Under Delaware law, we can only pay dividends either out of surplus or out of the current or the immediately preceding year’s earnings. Therefore, no assurance is given that we will continue to pay any dividends to our common stockholders, or as to the amount of any such dividends. We are a holding company and have no operations. Our primary asset is the capital stock of our operating subsidiaries. The states in which our U.S. insurance company subsidiaries are domiciled impose certain restrictions on our insurance subsidiaries’ ability to pay dividends to us. Our Canadian subsidiary can pay dividends subject to meeting regulatory requirements for capital adequacy and liquidity with appropriate minimum notice to the Office of the Superintendent of Financial Institutions Canada. In addition, in the future, we may become subject to agreements that limit our ability to pay dividends. For more information regarding dividend restrictions on our insurance subsidiaries, see Note 15 (Statutory Accounting and Dividend Restrictions) to our consolidated financial statements included elsewhere in this report. Issuer Purchases of Equity Securities Depending on market conditions, shares of our common stock may be repurchased from time to time at prevailing market prices through open market or privately negotiated transactions. On November 17, 2016, our Board of Directors authorized a share repurchase program for up to $200.0 million of our outstanding common stock for purchases through June 30, 2018. We have repurchased $150.0 million of shares under this program through December 31, 2017. On February 6, 2018, our Board of Directors authorized a new share repurchase program for up to $275.0 million of our outstanding common stock (including $50.0 million remaining from the prior repurchase program) for purchases through June 30, 2019. The Parent Company has no obligation to repurchase any shares. Subject to applicable corporate securities laws, repurchases may be made at such times and in such amounts as management deems appropriate. Repurchases under a publicly announced program can be discontinued at any time if management believes additional repurchases are not warranted. During the quarter ended December 31, 2017, we repurchased shares of our common stock as follows: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (1) October 1 - 31, 2017 202,956 $85.15 202,956 $50,000,630 November 1 - 30, 2017 - - - 50,000,630 December 1 - 31, 2017 - - - 50,000,630 Total 202,956 $85.15 202,956 $50,000,630 34 (1)In November 2016, our Board of Directors authorized $200.0 million of share repurchases through June 30, 2018. On February 6, 2018, our Board of Directors authorized a new share repurchase program for up to $275.0 million of our outstanding common stock (including $50.0 million remaining from the prior repurchase program) for purchases through June 30, 2019. For more information on our share repurchases, see Note 12 (Stockholders’ Equity) to our consolidated financial statements included elsewhere in this report. Securities Authorized for Issuance under Equity Compensation Plans We have two compensation plans under which our equity securities are authorized for issuance. The Primerica, Inc. Second Amended and Restated 2010 Omnibus Incentive Plan was approved by our stockholders in May 2017. The Primerica, Inc. Stock Purchase Plan for Agents and Employees was approved by our sole stockholder in March 2010. The following table sets forth certain information relating to these equity compensation plans at December 31, 2017. Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance Equity compensation plans approved by stockholders: Primerica, Inc. Second Amended and Restated 2010 Omnibus Incentive Plan 504,684 (1) $45.15 (2) 1,976,953 (3) Primerica, Inc. Stock Purchase Plan for Agents and Employees - - 1,935,673 (4) Total 504,684 $45.15 3,912,626 Equity compensation plans not approved by stockholders n/a n/a n/a (1) Consists of 343,583 and 106,670 shares to be issued in connection with unvested restricted stock units and outstanding stock options, respectively. Also includes 54,431 of shares to be issued to certain executive officers in connection with outstanding performance stock units if the Company achieves the targeted level of performance specified in the award agreement over a three-year period. See Note 12 (Stockholders Equity) and Note 14 (Share-Based Transactions) to our consolidated financial statements included elsewhere in this report for more information on the equity awards outstanding. (2)Represents the weighted average exercise price of the 106,670 stock options outstanding. (3) The number of shares of our common stock available for future issuance is 12,200,000 less the cumulative number of awards granted under the plan plus the cumulative number of awards canceled under the plan. (4) Represents shares of our common stock, which have already been issued and are outstanding, available to be purchased by employees and agents under the plan. The number of outstanding shares available to be purchased is 2,500,000 less the cumulative number of outstanding shares purchased to date under the plan. 35 Stock Performance Table (1) The following graph compares the performance of our common stock to the Standard & Poor’s (“S&P”) MidCap 400 Index and the S&P 500 Insurance Index by assuming $100 was invested in each investment option as of December 31, 2012 and the reinvestment of all dividends. The S&P MidCap 400 Index measures the performance of the United States middle market capitalization (“mid-cap”) equities sector. The S&P 500 Insurance Index is a capitalization-weighted index of domestic equities of insurance companies traded on the NYSE and NASDAQ. Our common stock is included in the S&P MidCap 400 index. Period Ended Index 12/31/2012 12/31/2013 12/31/2014 12/31/2015 12/31/2016 12/31/2017 Primerica, Inc. $100.00 $144.73 $184.90 $163.07 $241.89 $358.56 S&P 500 Insurance 100.00 146.71 158.87 162.57 191.14 222.09 S&P MidCap 400 100.00 133.50 146.54 143.35 173.08 201.19 (1)The stock performance table is not deemed “soliciting material” or subject to Section 18 of the Securities Exchange Act of 1934. 36 I TEM 6.SELECTED FINANCIAL DATA. The selected financial data should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and accompanying notes included elsewhere in this report. Year ended December 31, 2017 2016 2015 2014 2013 (In thousands, except per-share amounts) Statements of income data Revenues: Direct premiums $2,562,109 $2,444,268 $2,345,444 $2,301,332 $2,265,191 Ceded premiums (1,600,771 ) (1,600,559 ) (1,595,220 ) (1,616,817 ) (1,644,158 ) Net premiums 961,338 843,709 750,224 684,515 621,033 Commissions and fees 591,317 541,686 537,146 527,166 471,803 Net investment income 79,017 79,025 76,509 86,473 88,752 Realized investment gains (losses), including other- than-temporary impairment losses 1,339 4,088 (1,738 ) (261 ) 6,246 Other, net 56,091 50,576 42,058 39,203 39,584 Total revenues 1,689,102 1,519,084 1,404,199 1,337,096 1,227,418 Benefits and expenses: Benefits and claims 416,019 367,655 339,315 311,417 279,931 Amortization of deferred policy acquisition costs 209,399 180,582 157,727 144,378 129,183 Sales commissions 297,988 272,815 274,893 268,775 232,237 Insurance expenses 147,280 132,348 123,030 113,871 103,748 Insurance commissions 21,108 17,783 16,340 15,353 16,530 Interest expense 28,488 28,691 33,507 34,570 35,018 Other operating expenses 189,300 181,615 168,406 173,010 185,765 Total benefits and expenses 1,309,582 1,181,489 1,113,218 1,061,374 982,412 Income from continuing operations before income taxes 379,520 337,595 290,981 275,722 245,006 Income taxes 29,265 118,181 101,110 95,888 86,305 Income from continuing operations 350,255 219,414 189,871 179,834 158,701 Income from discontinued operations, net of income taxes - - - 1,578 4,024 Net income $350,255 $219,414 $189,871 $181,412 $162,725 Basic earnings per share: Continuing operations $7.63 $4.59 $3.70 $3.26 $2.80 Discontinued operations - - - 0.03 0.07 Basic earnings per share $7.63 $4.59 $3.70 $3.29 $2.87 Diluted earnings per share: Continuing operations $7.61 $4.59 $3.70 $3.26 $2.76 Discontinued operations - - - 0.03 0.07 Diluted earnings per share $7.61 $4.59 $3.70 $3.29 $2.83 Dividends declared per share $0.78 $0.70 $0.64 $0.48 $0.44 December 31, 2017 2016 2015 2014 2013 (In thousands) Balance sheet data Investments (excluding the held-to-maturity security) $2,007,993 $1,875,631 $1,813,283 $1,848,316 $1,835,403 Cash and cash equivalents 279,962 211,976 152,294 191,997 148,983 Reinsurance recoverables 4,205,173 4,193,562 4,110,628 4,115,533 4,055,054 Deferred policy acquisition costs, net 1,951,892 1,713,065 1,500,259 1,351,180 1,208,466 Total assets 12,460,703 11,438,943 10,610,783 10,735,929 10,328,641 Future policy benefits 5,954,524 5,673,890 5,431,711 5,264,608 5,063,103 Notes payable 373,288 372,919 372,552 372,187 371,826 Total liabilities 11,041,602 10,217,569 9,465,011 9,490,803 9,106,613 Stockholders' equity 1,419,101 1,221,374 1,145,772 1,245,126 1,222,027 37 I TEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to inform the reader about matters affecting the financial condition and results of operations of Primerica, Inc. (the “Parent Company”) and its subsidiaries (collectively, “we,” “us” or the “Company”) for the three-year period ended December 31, 2017. As a result, the following discussion should be read in conjunction with the consolidated financial statements and accompanying notes that are included herein. This discussion contains forward-looking statements that constitute our plans, estimates and beliefs. These forward- looking statements involve numerous risks and uncertainties, including, but not limited to, those discussed in “Risk Factors”. Actual results may differ materially from those contained in any forward-looking statements. This MD&A is divided into the following sections: •Business Trends and Conditions •Factors Affecting Our Results •Critical Accounting Estimates •Results of Operations •Financial Condition •Liquidity and Capital Resources Business Trends and Conditions The relative strength and stability of financial markets and economies in the United States and Canada affect our growth and profitability. Our business is, and we expect will continue to be, influenced by a number of industry-wide and product-specific trends and conditions. Economic conditions, including unemployment levels and consumer confidence, influence investment and spending decisions by middle-income consumers, who are generally our primary clients. These conditions and factors also impact prospective recruits’ perceptions of the business opportunity that becoming a Primerica sales representative offers, which can drive or dampen recruiting. Consumer spending and borrowing levels affect how consumers evaluate their savings and debt management plans. In addition, interest rates and equity market returns impact consumer demand for the savings and investment products we distribute. Our customers’ perception of the strength of the capital markets may influence their decisions to invest in the investment and savings products we distribute. The financial and distribution results of our operations in Canada, as reported in U.S. dollars, are affected by changes in the currency exchange rate. As a result, changes in the Canadian dollar exchange rate may significantly affect the result of our business for all amounts translated and reported in U.S. dollars. The effects of these trends and conditions are discussed below and in the Results of Operations section. Size of our Independent Sales Force. Our ability to increase the size of our independent sales force is largely based on the success of our sales force’s recruiting efforts as well as training and motivating recruits to get licensed to sell life insurance. We believe that recruitment and licensing levels are important to sales force trends, and growth in recruiting and licensing is usually indicative of future growth in the overall size of the sales force. Recruiting changes do not always result in commensurate changes in the size of our licensed sales force because new recruits may obtain the requisite licenses at rates above or below historical levels. New recruits increased in 2017 to 303,867 from 262,732 in 2016 and 228,115 in 2015 primarily due to sustained growth in the size of our independent sales force, resulting in more agents available to actively recruit. In addition, the increase in recruits during 2017 included approximately 19,000 recruits from hurricane- affected areas whose Independent Business Application (“IBA”) fees were waived in the second half of 2017. The size of our life-licensed sales force increased to 126,121 sales representatives at December 31, 2017 from 116,827 at December 31, 2016 and 106,710 at December 31, 2015, primarily due to strong recruiting trends in recent periods and lower non-renewals during the year. The growth in the number of our life- licensed sales representatives as of December 31, 2017 was not significantly affected by the additional recruits from the hurricane-affected areas who received the IBA fee waivers. Term Life Insurance Product Sales and Face Amount In Force. The average number of life-licensed sales representatives and the number of term life insurance policies issued, as well as the average monthly rate of new policies issued per life-licensed sales representative (historically between 0.18 and 0.22), were as follows: Year ended December 31, 2017 2016 2015 Average number of life-licensed sales representatives 121,291 111,843 101,660 Number of new policies issued 312,799 298,244 260,059 Average monthly rate of new policies issued per life-licensed sales representative 0.21 0.22 0.21 The increase in new life insurance policies issued in 2017 from 2016 and in 2016 from 2015 reflected the positive impact of strong growth in the size of our life- licensed sales force in recent periods. Productivity, measured by the average monthly rate of new policies 38 issued per life-licensed sales represent ative continues to be at the higher end of our historical range due to the positive sales momentum generated within our independent sales force. The changes in the face amount of our in-force book of term life insurance policies were as follows: Year ended December 31, 2017 % of beginning balance 2016 % of beginning balance 2015 % of beginning balance (Dollars in millions) Face amount in force, beginning of period $728,385 $693,194 $681,927 Net change in face amount: Issued face amount 95,635 13 % 89,869 13 % 79,111 12 % Terminations (65,958 ) (9 )% (57,238 ) (8 )% (53,580 ) (8 )% Foreign currency 5,769 1 % 2,560 * (14,264 ) (2 )% Net change in face amount 35,446 5 % 35,191 5 % 11,267 2 % Face amount in force, end of period $763,831 $728,385 $693,194 *Less than 1%. The face amount of term life insurance policies in force increased 5% during 2017 as compared to 2016 primarily due to the positive impact of strong policy sales and the consistent level of terminations as a percentage of the beginning face amount in force, which allowed issued face amount to outpace policy terminations face amount. As a percentage of the beginning face amount in force, issued face amount as well as terminations remained relatively consistent with the prior year. The continued strengthening of the Canadian dollar spot rate relative to the U.S. dollar also favorably impacted the face amount in force during 2017. Our average issued face amount increased modestly in 2017 to approximately $244,800 compared to approximately $241,500 in 2016. In 2016, the face amount of term life insurance policies in force increased compared with 2015 also as a result of higher policy sales and the consistent level of terminations as a percentage of the beginning face amount in force. Our average issued face amount in 2016 was consistent with the average issued face amount in 2015 of $241,700. Investment and Savings Product Sales, Asset Values and Accounts/Positions. Investment and savings products sales and average client asset values were as follows: Year ended December 31, 2017 vs. 2016 change 2016 vs. 2015 change 2017 2016 2015 $ % $ % (Dollars in millions) Product sales: Retail mutual funds $3,802 $3,279 $3,259 $523 16 % $20 1 % Annuities and other 1,670 1,813 2,004 (143 ) (8 )% (191 ) (10 )% Total sales-based revenue generating product sales 5,472 5,092 5,263 380 7 % (171 ) (3 )% Managed investments 428 212 247 216 102 % (35 ) (14 )% Segregated funds 292 290 347 2 1 % (57 ) (16 )% Total product sales $6,192 $5,594 $5,857 $598 11 % $(263 ) (4 )% Average client asset values: Retail mutual funds $35,174 $30,566 $30,429 $4,608 15 % $137 * Annuities and other 17,002 14,880 14,258 2,122 14 % 622 4 % Managed investments 2,195 1,720 1,518 475 28 % 202 13 % Segregated funds 2,420 2,262 2,272 158 7 % (10 ) * Total average client asset values $56,791 $49,428 $48,477 $7,363 15 % $951 2 % *Less than 1%. 39 The rollforward of asset values in client accounts was as follows: Year ended December 31, 2017 % of beginning balance 2016 % of beginning balance 2015 % of beginning balance (Dollars in millions) Asset values, beginning of period $52,340 $47,354 $48,656 Net change in asset values: Inflows 6,192 12 % 5,594 12 % 5,857 12 % Redemptions (5,147 ) (10 )% (4,620 ) (10 )% (4,843 ) (10 )% Net inflows 1,045 2 % 974 2 % 1,014 2 % Change in fair value, net 7,158 14 % 3,758 8 % (859 ) (2 )% Foreign currency, net 624 1 % 254 1 % (1,457 ) (3 )% Net change in asset values 8,827 17 % 4,986 11 % (1,302 ) (3 )% Asset values, end of period $61,167 $52,340 $47,354 Average number of fee-generating positions was as follows: Year ended December 31, 2017 vs. 2016 change 2016 vs. 2015 change 2017 2016 2015 Positions % Positions % (Positions in thousands) Average number of fee-generating positions (1) : Recordkeeping and custodial 2,226 2,201 2,150 25 1 % 51 2 % Recordkeeping only 675 677 653 (2 ) * 24 4 % Total average number of fee- generating positions 2,901 2,878 2,803 23 1 % 75 3 % (1) We receive recordkeeping fees by mutual fund positions. An individual client account may include multiple mutual fund positions. We may also receive fees earned for custodial services that we provide to clients with retirement plan accounts that hold positions in these mutual funds. * Less than 1%. Product sales. The increase in investment and savings product sales in 2017 from 2016 was largely attributed to the positive impact of market performance on consumer demand for U.S. retail mutual funds in recent periods as well as increased sales of managed investments reflecting the launch of the Primerica Advisors Lifetime Investment Platform product during the second quarter of 2017. These increases were partially offset by lower sales of variable annuity products, in line with the industry, as well as lower sales of fixed indexed annuity products reflecting strong prior year sales, lower demand for principal protection products by our clients in 2017, and a continued shift in larger size trades to managed accounts and retail mutual funds. In 2016, investment and savings product sales decreased from 2015 largely due to lower variable annuity sales, partially offset by positive sales in U.S. retail mutual fund and fixed indexed annuity sales. Our annuity sales activity in 2016 was consistent with an industry-wide shift from variable annuities to fixed indexed annuities while positive market performance in periods leading up to and including 2016 increased demand for U.S. retail mutual funds. Average client asset values. Average client asset values increased in 2017 from 2016 and in 2016 from 2015 primarily due to market appreciation in recent periods and continued net positive inflows. Rollforward of client asset values. Client asset values followed a multi-year growth trend during 2017 primarily due to strong market performance that continued in 2017 combined with the positive net inflows from product sales. Additionally, the strengthening of the Canadian dollar spot rate relative to the U.S. dollar also contributed to the increase in client asset values in 2017. The growth in client asset values in 2016 from 2015 was also driven by strong market performance and positive net inflows from product sales. The impact of the translated value of client assets in Canada due to the strengthening of the Canadian dollar relative to the U.S. dollar also contributed to the increase in client asset values in 2016 from 2015. Average number of fee-generating positions. The average number of fee-generating positions increased slightly in 2017 from 2016, while also increasing in 2016 from 2015, reflecting the layered effect of growth in new product sales outpacing redemptions for those mutual funds and managed accounts investments that are serviced on the Company’s recordkeeping and custodial services platform. Partially offsetting the growth in recordkeeping fee-generating positions in 2017 was the launch of the Lifetime Investment Platform, for which we do not earn recordkeeping fees, and the closing of the Freedom Portfolios product line to new investments, for which we do earn recordkeeping fees. Regulatory changes on business trends. Regulatory changes can also impact our product sales. On April 8, 2016, the Department of Labor (“DOL”) published a final rule (“the DOL Fiduciary Rule”), which more broadly defines the circumstances under which a person or entity may be considered a fiduciary for purposes of the prohibited transaction rules of the Employee Retirement Income Security Act (“ERISA”) and the Internal Revenue Code (“IRC”) Section 4975. In connection with the DOL Fiduciary Rule, the DOL 40 also issued new exemptions and amended several existing exemptions. On February 3, 2017, the President of the United States issued a memorandum directing the DOL to review the DOL Fiduciary Rule and the exemptions to determine whether they should be revised or rescinded. The DOL Fiduciary Rule and transitional exemptions became applicable on June 9, 2017, with the final exemptions scheduled to go into effect on July 1, 2019 . The period from June 9, 2017 to July 1, 2019 is referred to as the “Transition Period.” The DOL has stated that it is conducting the mandated review and will make the determinations directed by the President’s memorandum during the Transition Period. Individual retirement accounts (“IRA”) and other qualified accounts are an important component of the investment and savings products we distribute. If the DOL Fiduciary Rule, including the final exemptions, were to become applicable without revisions, we believe that certain changes to our qualified plan business would be necessary in order for us to continue to help investors save for retirement. Because of the uncertain status of the DOL Fiduciary Rule or any SEC Rule, and because of the unsettled nature of the Transition Period, we have not determined the extent to which we would make necessitated compensation, product or other changes to our qualified plan business, nor whether we would make such changes consistent across our non-qualified business. As a result, we are currently unable to quantify the impact on our business, financial position or results of operations. During the year ended December 31, 2017, average client assets held in U.S. qualified retirement plans accounted for an estimated 59% of total average client account assets. During the year ended December 31, 2017, product sales of assets held in U.S. qualified retirement plans accounted for approximately 54% of total investment and savings product sales. Redomestication. Primerica Life Insurance Company (“Primerica Life”), our principal life insurance underwriting company, redomesticated from Massachusetts to Tennessee in 2017. As a Tennessee-domiciled life insurance company, Primerica Life will incur lower retaliatory premium taxes and representatives licensing fees than previously incurred as a Massachusetts-domiciled life insurance company. The impact of the reduction in these taxes and fees in 2017 is discussed in the “Results of Operations” section included elsewhere in MD&A. The redomestication of Primerica Life to Tennessee also allows Primerica Life to adopt the NAIC’s model regulation for determining statutory accounting reserves using a principle-based approach (“principle-based reserves” or “PBR”) effective January 1, 2018. For discussion regarding the impact of PBR on our consideration of future redundant reserve financing transactions, refer to the “Liquidity and Capital Resources” section included elsewhere in MD&A. U.S Tax Reform. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”) was enacted in the United States. The Tax Reform Act includes a broad range of changes to federal tax legislation including changes to corporate and personal income tax rates, income tax deductions, and international tax provisions. The Tax Reform Act represents the most significant and fundamental changes to the U.S. tax code since 1986. We anticipate that the provisions of the Tax Reform Act may indirectly affect consumer demand for the Company’s product offerings. Reductions to corporate and personal income taxes may result in additional income for our clients, which could lead to higher long-term sales of our term life insurance and investment and savings products. To the extent the Tax Reform Act influences the fair value of equity securities, we are likely to see a similar effect on demand for our investment and savings products and the value of our clients’ assets. We are unable to quantify the impact on our future product sales due to the inherent uncertainty regarding the long-term economic impact of the Tax Reform Act. Factors Affecting Our Results Term Life Insurance Segment. Our Term Life Insurance segment results are primarily driven by sales volumes, the accuracy of our pricing assumptions, terms and use of reinsurance, and expenses. Sales and policies in force. Sales of term policies and the size and characteristics of our in-force book of policies are vital to our results over the long term. Premium revenue is recognized as it is earned over the term of the policy, and eligible acquisition expenses are deferred and amortized ratably with the level premiums of the underlying policies. However, because we incur significant cash outflows at or about the time policies are issued, including the payment of sales commissions and underwriting costs, changes in life insurance sales volume will have a more immediate effect on our cash flows. Historically, we have found that while sales volume of term life insurance products between fiscal periods may vary based on a variety of factors, the productivity of individual sales representatives generally remains within a relatively narrow range (i.e., an average monthly rate of new policies issued per life-licensed sales representative between 0.18 and 0.22), and, consequently, our sales volume over the longer term generally correlates to the size of our independent sales force. Pricing assumptions. Our pricing methodology is intended to provide us with appropriate profit margins for the risks we assume. We determine pricing classifications based on the coverage sought, such as the size and term of the policy, and certain policyholder attributes, such as age and health. In addition, we generally utilize unisex rates for our term life insurance policies. The pricing assumptions that underlie our rates are based upon our best estimates of mortality, persistency and interest rates at the time of issuance, sales force commission rates, issue and underwriting expenses, operating expenses and the characteristics of the insureds, including the distribution of sex, age, underwriting class, product and amount of coverage. Our results will be affected to the extent there is a variance between our pricing assumptions and actual experience. •Persistency . Persistency is a measure of how long our insurance policies stay in force. As a general matter, persistency that is lower than our pricing assumptions adversely affects our results over the long term because we lose the recurring revenue 41 stream associated with the policies that lapse. De termining the near-term effects of changes in persistency is more complicated. When actual persistency is lower than our pricing assumptions, we must accelerate the amortization of deferred policy acquisition costs (“DAC”). The resultant increase in amorti zation expense is offset by a corresponding release of reserves associated with lapsed policies, which causes a reduction in benefits and claims expense. The future policy benefit reserves associated with any given policy will change over the term of such policy. As a general matter, future policy benefit reserves are lowest at the inception of a policy term and rise steadily to a peak before declining to zero at the expiration of the policy term. Accordingly, depending on when the lapse occurs in relation to the overall policy term, the reduction in benefits and claims expense may be greater or less than the increase in amortization expense, and, consequently, the effects on earnings for a given period could be positive or negative. Persistency levels will impact results to the extent actual experience deviates from the persistency assumptions that are locked-in at time of issue. •Mortality. Our profitability will fluctuate to the extent actual mortality rates differ from the assumptions that are locked-in at time of issue. We mitigate a significant portion of our mortality exposure through reinsurance. •Interest Rates. We use an assumption for future interest rates that initially reflects the current low interest rate environment gradually increasing to a level consistent with historical experience. Both DAC and the future policy benefit reserve liability increase with the assumed interest rate. Since DAC is higher than the future policy benefit reserve liability in the early years of a policy, a lower assumed interest rate generally will result in lower profits. In the later years, when the future policy benefit reserve liability is higher than DAC, a lower assumed interest rate generally will result in higher profits. These assumed interest rates, which like other pricing assumptions are locked in at issue, impact the timing but not the aggregate amount of DAC and future policy benefit reserve changes. We allocate net investment income generated by the investment portfolio to the Term Life Insurance segment in an amount equal to the assumed net interest accreted to the segment’s U.S. generally accepted accounting principles (“U.S. GAAP”)-measured future policy benefit reserve liability less DAC. All remaining net investment income, and therefore the impact of actual interest rates, is attributed to the Corporate and Other Distributed Products segment. Reinsurance. We use reinsurance extensively, which has a significant effect on our results of operations. Since the mid-1990s, we have reinsured between 60% and 90% of the mortality risk on our U.S. term life insurance policies on a quota share yearly renewable term (“YRT”) basis. In Canada, historically, we utilized reinsurance arrangements similar to the U.S. in certain years and reinsured only face amounts above $500,000 in other years. Since the first quarter of 2012, we have utilized a YRT reinsurance arrangement in Canada similar to our U.S. program. YRT reinsurance permits us to set future mortality at contractual rates by policy class. To the extent actual mortality experience is more or less favorable than the contractual rate, the reinsurer will earn incremental profits or bear the incremental cost, as applicable. In contrast to coinsurance, which is intended to eliminate all risks (other than counterparty risk of the reinsurer) and rewards associated with a specified percentage of the block of policies subject to the reinsurance arrangement, the YRT reinsurance arrangements we enter into are intended only to reduce volatility associated with variances between estimated and actual mortality rates. In 2010, as part of our corporate reorganization and the initial public offering of our common stock, we entered into significant coinsurance transactions (the “IPO coinsurance transactions”) with entities then affiliated with Citigroup, Inc. (collectively, the “IPO coinsurers”) and ceded between 80% and 90% of the risks and rewards of our term life insurance policies that were in force at year-end 2009. Beginning in 2017, policies reaching the end of their initial level term period are no longer ceded under the IPO coinsurance transactions. We continue to administer all policies subject to these coinsurance agreements. The effect of our reinsurance arrangements on ceded premiums and benefits and expenses on our statement of income follows: •Ceded premiums. Ceded premiums are the premiums we pay to reinsurers. These amounts are deducted from the direct premiums we earn to calculate our net premium revenues. Similar to direct premium revenues, ceded coinsurance premiums remain level over the initial term of the insurance policy. Ceded YRT premiums increase over the period that the policy has been in force. Accordingly, ceded YRT premiums generally constitute an increasing percentage of direct premiums over the policy term. •Benefits and claims. Benefits and claims include incurred claim amounts and changes in future policy benefit reserves. Reinsurance reduces incurred claims in direct proportion to the percentage ceded. Coinsurance also reduces the change in future policy benefit reserves in direct proportion to the percentage ceded, while YRT reinsurance does not significantly impact the change in these reserves. •Amortization of DAC. DAC, and therefore amortization of DAC, is reduced on a pro-rata basis for the coinsured business, including the business reinsured with the IPO coinsurers. There is no impact on amortization of DAC associated with our YRT contracts. •Insurance expenses. Insurance expenses are reduced by the allowances received from coinsurance. There is no impact on insurance expenses associated with our YRT contracts. We may alter our reinsurance practices at any time due to the unavailability of YRT reinsurance at attractive rates or the availability of alternatives to reduce our risk exposure. We presently intend to continue ceding approximately 90% of our U.S. and Canadian mortality risk on new business. Expenses. Results are also affected by variances in client acquisition, maintenance and administration expense levels. 42 Investment and Savings Products Segment. Our Investment and Savings Product s segment results are primarily driven by sales, the value of assets in client accounts for which we earn ongoing management, marketing and support, and distribution fees, and the number of recordkeeping positions and custodial-fee- generating accounts we a dminister. Sales. We earn commissions and fees, such as dealer re-allowances, and marketing and support fees, based on sales of mutual fund products and annuities. Sales of investment and savings products are influenced by the overall demand for investment products in the United States and Canada, as well as by the size and productivity of our independent sales force. We generally experience seasonality in our Investment and Savings Products segment results due to our high concentration of sales of retirement account products. These accounts are typically funded in February through April, coincident with our clients’ tax return preparation season. While we believe the size of our independent sales force is a factor in driving sales volume in this segment, there are a number of other variables, such as economic and market conditions, which may have a significantly greater effect on sales volume in any given fiscal period. Asset values in client accounts. We earn marketing and support fees as well as distribution fees (trail commissions or, with respect to U.S. mutual funds, 12b-1 fees) on mutual fund and annuity assets in the United States and Canada. In the United States, we also earn investment advisory fees on assets in managed investments. In Canada, we earn management fees on certain mutual fund assets and on the segregated funds for which we serve as investment manager. Asset values are influenced by new product sales, ongoing contributions to existing accounts, redemptions and the change in market values in existing accounts. While we offer a wide variety of asset classes and investment styles, our clients’ accounts are primarily invested in equity funds. Positions. We earn recordkeeping fees for administrative functions we perform on behalf of several of our mutual fund providers. An individual client account may include multiple fund positions for which we earn recordkeeping fees. We may also receive fees earned for non-bank custodial services that we provide to clients with retirement plan accounts. Sales mix. While our investment and savings products all provide similar long-term economic returns to the Company, our results in a given fiscal period will be affected by changes in the overall mix of products within these categories. Examples of changes in the sales mix that influence our results include the following: •sales of annuity products in the United States will generate higher revenues in the period such sales occur than sales of other investment products that either generate lower upfront revenues or, in the case of managed investments and segregated funds, no upfront revenues; •sales of a higher proportion of managed investments and segregated funds products will spread the revenues generated over time because we earn higher revenues based on assets under management for these accounts each period as opposed to earning upfront revenues based on product sales; and •sales of a higher proportion of mutual fund products sold will impact the timing and amount of revenue we earn given the marketing, support, recordkeeping and custodial services we provide for the various mutual fund products we distribute. Corporate and Other Distributed Products Segment. We earn revenues and pay commissions and referral fees within our Corporate and Other Distributed Products segment for various other insurance products, prepaid legal services and other financial products, all of which are originated by third parties. Our Corporate and Other Distributed Products segment also includes in-force policies from several discontinued lines of insurance underwritten by National Benefit Life Insurance Company (“NBLIC”). Corporate and Other Distributed Products segment net investment income reflects actual net investment income realized by the Company less the amount allocated to our Term Life Insurance segment based on the assumed net interest accreted to the segment’s U.S. GAAP-measured future policy benefit reserve liability less DAC. Actual net investment income reflected in the Corporate and Other Distributed Products segment is impacted by the size and performance of our invested asset portfolio, which can be influenced by interest rates, credit spreads, and the mix of invested assets. The Corporate and Other Distributed Products segment is also affected by corporate income and expenses not allocated to our other segments, general and administrative expenses (other than expenses that are allocated to our Term Life Insurance or Investment and Savings Products segments), interest expense on notes payable, redundant reserve financing transactions and our revolving credit facility, as well as realized gains and losses on our invested asset portfolio. Capital Structure. Our financial results are affected by our capital structure, which includes our senior unsecured notes (the “Senior Notes”) redundant reserve financing transactions, our revolving credit facility, and common stock. See Note 10 (Debt), Note 12 (Stockholders’ Equity) and Note 16 (Commitments and Contingent Liabilities) to our consolidated financial statements included elsewhere in this report for more information on changes in our capital structure. Foreign Currency. The Canadian dollar is the functional currency for our Canadian subsidiaries and our consolidated financial results, reported in U.S. dollars, are affected by changes in the currency exchange rate. As such, the translated amount of revenues, expenses, assets and liabilities attributable to our Canadian subsidiaries will be higher or lower in periods where the Canadian dollar appreciates or weakens relative to the U.S. dollar, respectively. The year-over-year increase in the year-end exchange rates used by the Company to translate our Canadian dollar functional currency assets and liabilities into U.S. dollars was 7% in 2017 from 2016 and 4% from 2016 to 2015. The year-over-year increase in the 43 average exchange rates used by the Company to translate our Canadian dollar functional currency revenues and expenses into U.S. dollars was 2% in 2017 from 2016 and it decreased 4% in 2016 from 2015. See “Results of Operations” and “Financial Condition” and “Quantitative and Qualitative Disclosures About Market Risk – Canadian Currency Risk” and Note 3 (Segment and Geographical Information) to our consolidated financial statements included elsewhere in this report for more information on our Canadian subsidiaries and the impact of foreign currency on our financial results. Income Taxes. The profitability of the Company and its subsidiaries is affected by income taxes assessed by federal, state, and U.S. territorial jurisdictions in the U.S. and federal and provincial jurisdictions in Canada. Changes in tax legislation, such as the Tax Reform Act, will impact the measurement of our deferred tax assets and liabilities and the amount of income tax expense we incur in current and future periods. During the year ended December 31, 2017, the Company recognized the estimated transition effect of revaluing its deferred tax assets and liabilities and the inclusion of mandatory deemed repatriation of foreign earnings due to the enactment of the Tax Reform Act. The transition effect on the Company’s net income is described in the Results of Operations section included elsewhere in MD&A. The reduction of the federal corporate tax rate, effective January 1, 2018, will reduce the amount of federal income taxes incurred by the Company. Critical Accounting Estimates We prepare our financial statements in accordance with U.S. GAAP. These principles are established primarily by the Financial Accounting Standards Board. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions based on currently available information when recording transactions resulting from business operations. Our significant accounting policies are described in Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) to our consolidated financial statements included elsewhere in this report. The most significant items on our consolidated balance sheets are based on fair value determinations, accounting estimates and actuarial determinations, which are susceptible to changes in future periods and could affect our results of operations and financial position. The estimates that we deem to be most critical to an understanding of our results of operations and financial position are those related to DAC, future policy benefit reserves and corresponding amounts recoverable from reinsurers, income taxes, and the valuation of investments. The preparation and evaluation of these critical accounting estimates involve the use of various assumptions developed from management’s analyses and judgments. Subsequent experience or use of other assumptions could produce significantly different results. Deferred Policy Acquisition Costs. We defer incremental direct costs of successful contract acquisitions that result directly from and are essential to the contract transaction(s) and that would not have been incurred had the contract transaction(s) not occurred. These costs include commissions and policy issue expenses. Deferrable term life insurance policy acquisition costs are amortized over the initial premium-paying period of the related policies in proportion to premium income and include assumptions made by us regarding persistency, expenses, interest rates and claims, which are updated on new business to reflect recent experience. These assumptions may not be modified, or unlocked on in-force term life insurance business, unless recoverability testing deems estimated future cash flows to be inadequate. DAC is subject to recoverability testing annually and when circumstances indicate that recoverability is uncertain. In particular, the balance of DAC in our Term Life Insurance segment is susceptible to differences between estimated persistency assumptions and actual persistency experienced. If actual lapses are different from pricing assumptions for a particular period, the amount of DAC amortized for that period will be affected. For example, if actual annual lapses at each policy duration are 10% higher, the additional DAC balance as of December 31, 2017 that would be amortized is approximately $20 million. To further illustrate, if we expect 1,000 policies in the first policy duration to lapse, this sensitivity demonstration assumes that an additional 10%, or 1,100 in total, first duration policies actually lapse. We believe that a 10% higher annual lapse rate is a reasonably possible variation. Higher lapses in the early durations would have a greater effect on DAC amortization since the DAC balances are higher at the earlier durations. Due to the inherent uncertainties in making assumptions about future events, materially different experience from expected results in persistency could result in a material increase or decrease of DAC amortization in a particular period. Differences between actual and expected persistency also impact the balance of future policy benefit reserves and reinsurance recoverables as discussed below. For additional information on DAC, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) and Note 7 (Deferred Policy Acquisition Costs) to our consolidated financial statements included elsewhere in this report. Future Policy Benefit Reserves and Reinsurance. Liabilities for future policy benefits on our term life insurance products have been computed using a net level method and include assumptions as to mortality, persistency, interest rates, and other assumptions based on our historical experience, modified as necessary for new business to reflect anticipated trends and to include provisions for possible adverse deviation. Reserves related to reinsured policies are accounted for using assumptions consistent with those used to determine the future policy benefit reserves and are included in Reinsurance recoverables in our consolidated balance sheets. Similar to the term 44 life insurance DAC discussion above, we do not modify the assumptions used to establish future policy benefit reserves during the policy term u nless recoverability testing deems them to be inadequate and there is no remaining DAC associated with the underlying policies. Our results depend significantly upon the extent to which our actual experience is consistent with the assumptions we used in de termining our future policy benefit reserves. Our future policy benefit reserve assumptions and estimates require significant judgment and, therefore, are inherently uncertain. We cannot determine with precision the ultimate amounts that we will pay for ac tual claims or the timing of those payments. The net impact of differences between actual and expected persistency on future policy benefit reserves and reinsurance recoverables will partially offset the earnings impact recognized from DAC amortization noted above. In our Term Life Insurance segment, if actual annual lapses at each policy duration are 10% higher, the additional future policy benefit reserves that would be released is approximately $24 million, partially offset by the release of the corresponding recoverable from reinsurers asset of approximately $12 million using balances as of December 31, 2017. Higher lapses in later policy durations would have a greater effect on the release of future policy benefit reserves since the future policy benefit reserves are higher at the later durations. For additional information on future policy benefits and reinsurance, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) and Note 6 (Reinsurance) to our consolidated financial statements included elsewhere in this report. Income Taxes. We account for income taxes using the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to (i) temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and (ii) operating loss and tax credit carryforwards. Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not applicable to the periods in which we expect the temporary difference will reverse. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. For example, as of December 31, 2017, we measured our deferred tax assets and liabilities for temporary differences subject to U.S. federal income tax using the 21% statutory rate that becomes effective on January 1, 2018 as a result of the Tax Reform Act enacted on December 22, 2017. We recognize the effect on deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date and, therefore, we have recognized the impact from the previous 35% statutory rate to the updated 21% statutory rate through income during the year-ended December 31, 2017. In light of the multiple tax jurisdictions in which we operate, our tax returns are subject to routine audit by the Internal Revenue Service and other taxation authorities. These audits at times may produce alternative views regarding particular tax positions taken in the year(s) of review. As a result, the Company records uncertain tax positions, which require recognition at the time when it is deemed more likely than not that the position in question will be upheld. Although management believes that the judgment and estimates involved are reasonable and that the necessary provisions have been recorded, changes in circumstances or unexpected events could adversely affect our financial position, results of operations, and cash flows. For additional information on income taxes, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) and Note 11 (Income Taxes) to our consolidated financial statements included elsewhere in this report. Invested Assets. We hold primarily fixed-maturity securities, including bonds and redeemable preferred stocks, and equity securities, including common and non- redeemable preferred stock. We have classified these invested assets as available-for-sale, except for the securities of our U.S. broker-dealer subsidiary, which we have classified as trading securities. We also hold a credit-enhanced note, which we classified as a held-to-maturity security that was issued in exchange for a surplus note with an equal principal amount as part of a redundant reserve financing transaction. All of these securities are carried at fair value, except for the held- to-maturity security, which is carried at amortized cost. Unrealized gains and losses on available-for-sale securities, except for other-than-temporary impairments (“OTTI”) discussed below, are included as a separate component of other comprehensive income in our statements of comprehensive income. Beginning January 1, 2018, changes in unrealized gains and losses on available-for-sale equity securities will be recognized in net income due to the adoption of Accounting Standards Update No. 2016-01, Financial Instruments—Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). Changes in fair value of trading securities are included in net income in the accompanying consolidated statements of income in the period in which the change occurred. Fair value. Fair value is the price that would be received upon the sale of an asset in an orderly transaction between market participants at the measurement date. Fair value measurements are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. We classify and disclose all invested assets carried at fair value in one of the three fair value measurement categories prescribed by U.S. GAAP. As of each reporting period, we classify all invested assets in their entirety based on the lowest level of input that is significant to the fair value measurement. Significant levels of estimation and judgment are required to determine the fair value of certain of our investments. The factors influencing these estimations and judgments are subject to change in subsequent reporting periods. OTTI. The determination of whether a decline in fair value of available-for-sale securities below amortized cost is other-than-temporary is subjective. Furthermore, this determination can involve a variety of assumptions and estimates, particularly for invested 45 assets that are not actively traded in established markets. We evaluate a number of quantitative and qualitative factors when determining the impairment status of individual securities, including issuer-specific risks as well as relevant mac roeconomic risks. For available-for-sale securities in an unrealized loss position that we intend to sell or would more-likely-than-not be required to sell before the expected recovery of the amortized cost basis, we recognize an impairment charge for the difference between amortized cost and fair value as a realized investment loss in our statements of income. For available-for-sale fixed maturity securities in an unrealized loss position for which we have no intent to sell and believe that it is not more-likely-than-not that we will be required to sell before the expected recovery of the amortized cost basis, only the amount related to the principal cash flows not expected to be received over the remaining term of the security, or the credit loss component, of the difference between cost and fair value is recognized as a realized investment loss in our statements of income, while the remainder is recognized in other comprehensive income in our statements of comprehensive income. OTTI analyses that we perform involve the use of estimates, assumptions, and subjectivity. If these factors or future events change, we could experience material OTTI in future periods, which could adversely affect our financial condition, results of operations and the size and quality of our invested assets portfolio. For additional information on our invested assets, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies), Note 4 (Investments) and Note 5 (Fair Value of Financial Instruments) to our consolidated financial statements included elsewhere in this report. Results of Operations Revenues. Our revenues consist of the following: •Net premiums. Reflects direct premiums payable by our policyholders on our in-force insurance policies, primarily term life insurance, net of reinsurance premiums that we pay to reinsurers. •Commissions and fees. Consists primarily of dealer re-allowances earned on the sales of investment and savings products, trail commissions and management fees based on the asset values of client accounts, marketing and support fees from product originators, custodial fees for services rendered in our capacity as nominee on client retirement accounts funded by mutual funds on our servicing platform, recordkeeping fees for mutual funds on our servicing platform and fees associated with the sale of other distributed products. •Net investment income . Represents income, net of investment-related expenses, generated by our invested asset portfolio, which consists primarily of interest income earned on fixed-maturity investments. Investment income recorded on our held-to-maturity invested asset and the offsetting interest expense recorded for our surplus note are included in net investment income. •Realized investment gains (losses), including OTTI . Primarily reflects the difference between amortized cost and amounts realized on the sale of invested assets, as well as OTTI charges. •Other, net . Reflects revenues generated primarily from the fees charged for access to Primerica Online (“POL”), our primary sales force support tool, as well as revenues from the sale of other miscellaneous items. Benefits and Expenses. Our operating expenses consist of the following: •Benefits and claims. Reflects the benefits and claims payable on insurance policies, as well as changes in our reserves for future policy claims and reserves for other benefits payable, net of reinsurance. •Amortization of DAC . Represents the amortization of capitalized costs directly associated with the sale of an insurance policy or segregated fund, including sales commissions, medical examination and other underwriting costs, and other eligible policy issuance costs. •Sales commissions . Represents commissions to our sales representatives in connection with the sale of investment and savings products and products other than insurance products. •Insurance expenses . Reflects non-capitalized insurance expenses, including staff compensation, technology and communications, insurance sales force- related costs, printing, postage and distribution of insurance sales materials, outsourcing and professional fees, premium taxes, amortization of our definite- lived intangible asset and other corporate and administrative fees and expenses related to our insurance operations. Insurance expenses also include both indirect policy issuance costs and costs associated with unsuccessful efforts to acquire new policies. •Insurance commissions . Reflects sales commissions with respect to insurance products that are not eligible for deferral. •Interest expense . Reflects interest on our notes payable, any interest and the commitment fee on our revolving credit facility, the financing charges related to the letter of credit issued under the credit facility agreement with Deutsche Bank (the “Peach Re Credit Facility Agreement”), fees paid for the credit enhancement feature on our held-to-maturity invested asset, and a finance charge incurred pursuant to one of our coinsurance agreements with an IPO coinsurer. •Other operating expenses . Consists primarily of expenses that are unrelated to the distribution of insurance products, including staff compensation, technology and communications, various sales force-related costs, non-bank custodial and recordkeeping administrative costs, outsourcing and professional fees, amortization of our definite-lived intangible asset and other corporate and administrative fees and expenses. 46 Insurance expenses and other operating expenses directl y attributable to the Term Life Insurance and the Investment and Savings Products segments are recorded directly to the applicable segment. We allocate certain other revenue and operating expenses that are not directly attributable to a specific operating segment based on the relative sizes of our life-licensed and securities-licensed independent sales forces. These allocated items include fees charged for access to POL and costs incurred for field technology, supervision, training and certain other costs. We also allocate certain technology and occupancy costs to our operating segments based on estimated usage. Costs that are not directly charged or allocated to our two primary operating segments are included in our Corporate and Other Distributed Products segment. 47 Primerica, Inc. and Subsidiaries Results. Our results of operations for the years ended December 31, 2017, 2016, and 2015 were as follows: Year ended December 31, 2017 vs. 2016 change 2016 vs. 2015 change 2017 2016 2015 $ % $ % (Dollars in thousands) Revenues: Direct premiums $2,562,109 $2,444,268 $2,345,444 $117,841 5 % $98,824 4 % Ceded premiums (1,600,771 ) (1,600,559 ) (1,595,220 ) 212 * 5,339 * Net premiums 961,338 843,709 750,224 117,629 14 % 93,485 12 % Commissions and fees 591,317 541,686 537,146 49,631 9 % 4,540 1 % Investment income net of investment expenses 105,882 97,905 89,557 7,977 8 % 8,348 9 % Interest expense on surplus note (26,865 ) (18,880 ) (13,048 ) 7,985 42 % 5,832 45 % Net investment income 79,017 79,025 76,509 (8 ) * 2,516 3 % Realized investment gains (losses), including other-than-temporary impairment losses 1,339 4,088 (1,738 ) (2,749 ) 67 % 5,826 335 % Other, net 56,091 50,576 42,058 5,515 11 % 8,518 20 % Total revenues 1,689,102 1,519,084 1,404,199 170,018 11 % 114,885 8 % Benefits and expenses: Benefits and claims 416,019 367,655 339,315 48,364 13 % 28,340 8 % Amortization of DAC 209,399 180,582 157,727 28,817 16 % 22,855 14 % Sales commissions 297,988 272,815 274,893 25,173 9 % (2,078 ) (1 )% Insurance expenses 147,280 132,348 123,030 14,932 11 % 9,318 8 % Insurance commissions 21,108 17,783 16,340 3,325 19 % 1,443 9 % Interest expense 28,488 28,691 33,507 (203 ) (1 )% (4,816 ) (14 )% Other operating expenses 189,300 181,615 168,406 7,685 4 % 13,209 8 % Total benefits and expenses 1,309,582 1,181,489 1,113,218 128,093 11 % 68,271 6 % Income before income taxes 379,520 337,595 290,981 41,925 12 % 46,614 16 % Income taxes 29,265 118,181 101,110 (88,916 ) (75 )% 17,071 17 % Net income $350,255 $219,414 $189,871 $130,841 60 % $29,543 16 % *Less than 1% Total revenues. Total revenues increased in 2017 from 2016 primarily due to the cumulative effect of incremental premiums on term life insurance policies that are not subject to the IPO coinsurance transactions, as well as higher direct premiums reflecting strong term life insurance policy sales in recent periods. Commissions and fees from our Investment and Savings Products segment increased in 2017 compared to 2016 largely as a result of growth in client asset values, reflecting strong market performance and positive net inflows. Net investment income in 2017 remained consistent with 2016, as the positive impact from a larger invested asset portfolio of approximately $5.6 million was mostly offset by the portfolio’s lower yield of approximately $2.9 million as well as the impact of approximately $2.2 million attributable to lower total return on the deposit asset backing the 10% coinsurance agreement that is subject to deposit method accounting. The continued multi-year trend of low interest rates has negatively affected our portfolio’s yield as debt securities issued in prior years at higher coupon rates mature and are replaced with newly-issued debt securities with lower yields. Interest expense on surplus note line item will fluctuate from period to period along with the principal amount of our surplus note (the “Surplus Note”) based on the balance of reserves being contractually supported under a redundant reserve financing transaction used by Vidalia Re, Inc. (“Vidalia Re”). Investment income earned on our held-to-maturity invested asset completely offsets the interest expense on Surplus Note line item, thereby eliminating any impact on net investment income. For more information on the Surplus Note, see Note 10 (Debt) and for additional information on the redundant reserve financing transaction used by Vidalia Re, see Note 4 (Investments) to our consolidated financial statements included elsewhere in this report. Other, net revenues increased during 2017 compared to 2016 largely due to the increase in fees collected for POL subscriptions, consistent with subscriber growth, as the size of our independent sales force has increased. The increase in these fees was accompanied by higher technology spending incurred primarily to support and enhance POL as noted below in the “Total benefits and expenses” section. During 2016, total revenues increased from 2015 primarily due to the same trend noted in 2017 that involved incremental premiums on term life insurance policies that are not subject to the IPO coinsurance transactions, as well as direct premiums growth from the increased number of new policies issued in recent periods. Commissions and fees generated from our Investment and Savings Products segment increased modestly in 2016 from 2015 as higher asset-based and account- based revenues were largely offset by lower sales-based revenues. Net investment income increased in 2016 from 2015 as increasing prices on fixed-income investments led to an approximately $4.7 million higher year-over-year total return on the deposit asset backing the 10% coinsurance agreement that is 48 subject to deposit method accounting. This increase was partially offset by approximately $2.1 million of lower investment income due to lower yield on a slightly larger invested asset portfolio. Other, net revenues increased in 2016 from 2015 mostly due to the increase in fees collected for POL as a result of subscriber growth that coincided with growth in the size of our independent sales force. Similarly, the increase in these fees was accompanied by higher technology spending incurred primarily to support and enhance POL as noted below in the “Total benefits and expenses” section. Total benefits and expenses. Total benefits and expenses for 2017 increased in comparison to 2016 primarily due to growth in premium-related costs, which include benefits and claims and amortization of DAC. The increase in sales commissions was in line with the growth in commissions and fees revenue. Also contributing to the increase in total benefits and expenses in 2017 versus 2016 was higher insurance expenses and other operating expenses reflecting higher spending of approximately $8.7 million in technology-related costs primarily associated with POL, higher employee-related expenses of approximately $6.1 million, and higher growth-related expenses of approximately $5.4 million associated with our Investment and Savings Products and Term Life Insurance products. The increase in total benefits and expenses in 2016 from 2015 was also largely driven by growth in premium-related expenses. Insurance expenses and other operating expenses increased due to increased spending of approximately $10.4 million in technology-related costs associated primarily with POL, higher employee-related expenses of approximately $4.3 million, and costs related to preparing for the implementation of the DOL Fiduciary Rule of approximately $3.3 million. These increases were partially offset by the decline in interest expense incurred on our 10% coinsurance agreement, which is discussed further in Note 6 (Reinsurance) to our consolidated financial statements included elsewhere in this report. Income taxes. Our effective income tax rate declined to 7.7% in 2017 from 35.0% in 2016. The largest factor driving the decline in the effective income tax rate was the recognition of the transition impact of the Tax Reform Act. In 2017, we recognized the impact from the reduction in the U.S. federal tax rate from 35% to 21% that is expected to be in effect when our net U.S. deferred tax liabilities reverse, which resulted in an income tax benefit of approximately $98.5 million or 26.0% of our 2017 income before income taxes. Partially offsetting the income tax benefit recognized for the transition impact of the Tax Reform Act is approximately $3.0 million of one-time income tax expense, or 0.8% of our 2017 income before income taxes, due to the inclusion of mandatory deemed repatriation of earnings attributable to our Canadian subsidiaries. After factoring in the transition impact of the Tax Reform Act, our effective income tax rate in 2017 was 2.1% lower than our effective income tax rate in 2016. This remaining year-over-year change in our effective tax rate was primarily attributable to the recognition of excess tax benefits of approximately $6.1 million resulting from the difference between the share price of our common stock on the grant date of equity awards and the date that the sales restrictions on these awards lapsed. This recognition resulted from the adoption of Accounting Standards Update No 2016-09 (“ASU 2016-09”) Compensation —Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting , effective January 1, 2017. In 2016 and 2015, our effective tax rate was relatively consistent at 35.0%, and 34.7%, respectively. For additional information, see the discussions of results of operations by segment below. Term Life Insurance Segment. Our results for the Term Life Insurance segment for the years ended December 31, 2017, 2016, and 2015 were as follows: Year ended December 31, 2017 vs. 2016 change 2016 vs. 2015 change 2017 2016 2015 $ % $ % (Dollars in thousands) Revenues: Direct premiums $2,534,068 $2,413,340 $2,313,133 $120,728 5 % $100,207 4 % Ceded premiums (1,593,011 ) (1,591,133 ) (1,584,952 ) 1,878 * 6,181 * Net Premiums 941,057 822,207 728,181 118,850 14 % 94,026 13 % Allocated net investment income 9,931 7,634 5,987 2,297 30 % 1,647 28 % Other, net 41,236 36,541 29,790 4,695 13 % 6,751 23 % Total revenues 992,224 866,382 763,958 125,842 15 % 102,424 13 % Benefits and expenses: Benefits and claims 398,212 350,640 322,232 47,572 14 % 28,408 9 % Amortization of DAC 201,751 172,812 147,980 28,939 17 % 24,832 17 % Insurance expenses 139,876 125,268 116,290 14,608 12 % 8,978 8 % Insurance commissions 6,728 4,301 4,247 2,427 56 % 54 1 % Total benefits and expenses 746,567 653,021 590,749 93,546 14 % 62,272 11 % Income before income taxes $245,657 $213,361 $173,209 $32,296 15 % $40,152 23 % *Less than 1% Net premiums. Direct premiums grew in 2017 from 2016 primarily due to the increase in the number of new policies issued in recent periods and growth in the in- force book of business. The change in ceded premiums includes approximately $46.8 million in higher 49 non-level YRT reinsurance ceded premiums as business not subject to the IPO coinsurance transactions ages, largely offset by approximately $44.9 million in lower coinsurance ceded premiums due to the run-off of business subject to the IPO coinsurance transactions. T he continued impact from the increase in direct premiums combined with the minimal change in ceded premiums caused net premiums to grow at a higher rate than direct premiums. Additionally, net premiums increased as beginning in 2017, policies reaching the end of their initial level term period are no longer ceded under the IPO coinsurance transactions. Direct premiums in 2016 increased in comparison to 2015 largely due to the increase in the number of new policies issued in recent periods. The change in ceded premiums primarily includes approximately $54.6 million in higher non-level YRT reinsurance ceded premiums as business not subject to the IPO coinsurance transactions ages, partially offset by approximately $48.4 million in lower coinsurance ceded premiums due to the run-off of business subject to the IPO coinsurance transactions. The sustained impact of growth in direct premiums and the run-off of business subject to the IPO coinsurance transactions resulted in net premiums growing faster than direct premiums. Benefits and claims. Benefits and claims increased in 2017 from 2016 primarily due to the growth in net premiums. Actual life claims experience in the first half of 2017 negatively impacted benefits and claims by approximately $6 million. However, this impact from claims experience was mostly offset by YRT rate reductions negotiated for 2014 and later issue years, which continues to dampen the growth in benefits and claims relative to the growth in net premiums. In comparing 2016 to 2015, the increase in benefits and claims was primarily driven by the growth in net premiums. However, benefits and claims increased at a slower rate than net premiums primarily due to disabled life premium waiver claims experience during 2016 being approximately $5 million lower than historical levels, YRT rate reductions negotiated for 2014 and later issue years. Death claims were relatively consistent with historical experience. Amortization of DAC. The amortization of DAC increased in 2017 from 2016 largely due to growth in net premiums. The increase in DAC amortization was higher than the increase in net premiums due to comparatively weaker early-duration persistency primarily during the first half of 2017. The increase in amortization of DAC in 2016 compared to 2015 was primarily driven by growth in net premiums. DAC amortization grew at a higher rate than net premiums reflecting weaker early-duration persistency than the prior year. Insurance expenses. The increase in insurance expenses in 2017 from 2016 was primarily due to higher spending of approximately $5.9 million in technology- related costs primarily associated with POL, higher employee-related expenses of approximately $3.7 million, and net higher growth-related expenses of approximately $2.8 million. These higher growth-related expenses from increased premiums is net of approximately $3.3 million of benefits reflecting lower retaliatory premium taxes and representative licensing fees we incurred due to changing the state of domicile of Primerica Life to Tennessee in December 2017. Insurance expenses in 2016 increased in comparison to 2015 largely due to higher spending of approximately $8.5 million in technology-related costs primarily associated with POL. Growth in net premiums also contributed to the year-over-year increase in insurance expenses of approximately $4.4 million. During 2015, we reallocated certain employee-related expenses from the Term Life Insurance segment to the Corporate and Other Distributed Products segment due to the change in the Company’s management structure that occurred in April 2015. The approximately $3.3 million full-year effect of the reallocated expenses, when combined with higher employee merit and headcount expenses in 2016 of approximately $2.3 million, resulted in a net decrease of approximately $1.0 million in the segment’s employee-related expenses in 2016 versus 2015. Furthermore, several miscellaneous cost saving items in 2016 that aggregated to approximately $3.0 million in lower insurance expenses affected the year-over-year change. Insurance commissions. Insurance commissions for 2017 increased in comparison to 2016 primarily due to higher non-deferred commissions on new business in 2017 and renewed policies that reached the end of their initial level term period in 2017 and are no longer ceded under the IPO coinsurance agreements. Insurance commissions in 2016 remained relatively consistent with 2015. 50 Investment and Savings Products Segment. Our results of operations for the Investment and Savings Products segment f or the years ended December 31, 2017, 2016, and 2015 were as follows: Year ended December 31, 2017 vs. 2016 change 2016 vs. 2015 change 2017 2016 2015 $ % $ % (Dollars in thousands) Revenues: Commissions and fees: Sales-based revenues $233,005 $227,320 $237,384 $5,685 3 % $(10,064 ) (4 )% Asset-based revenues 275,157 237,604 231,919 37,553 16 % 5,685 2 % Account-based revenues 55,030 50,861 44,497 4,169 8 % 6,364 14 % Other, net 9,555 8,836 7,536 719 8 % 1,300 17 % Total revenues 572,747 524,621 521,336 48,126 9 % 3,285 1 % Expenses: Amortization of DAC 6,168 6,148 7,952 20 * (1,804 ) (23 )% Insurance commissions 12,505 11,456 9,841 1,049 9 % 1,615 16 % Sales commissions: Sales-based 166,061 160,674 167,883 5,387 3 % (7,209 ) (4 )% Asset-based 118,513 99,639 95,485 18,874 19 % 4,154 4 % Other operating expenses 106,664 102,348 94,092 4,316 4 % 8,256 9 % Total expenses 409,911 380,265 375,253 29,646 8 % 5,012 1 % Income before income taxes $162,836 $144,356 $146,083 $18,480 13 % $(1,727 ) (1 )% *Less than 1% Commissions and fees. Commissions and fees increased in 2017 from 2016 primarily due to growth in asset-based revenues, reflecting higher average client asset values as a result of market appreciation and net positive inflows. Sales-based revenues also contributed to the increase in commissions and fees due to higher product sales during the first half of 2017 while being partially offset by the change in sales mix towards product offerings with lower sales-based commission rates. Account-based revenues increased due to a change in our account-based fee structure on U.S. qualified accounts since the prior year and a shift in mix among fund families on our recordkeeping platform, as well as an increase in the average number of positions and accounts for which we earn recordkeeping fees and custodial fees, respectively. The modest increase in commissions and fees in 2016 from 2015 was largely attributable to the decline in sales-based revenues, which was primarily driven by lower variable annuity sales. Asset-based revenues increased in 2016 compared to 2015 due to the increase in average client asset values. Account-based revenues also increased in 2016 compared to 2015 primarily due to an increase in our account-based fee structure on U.S. qualified accounts, which accounted for a year- over-year increase of approximately $4.1 million, as well as the increase in the average number of fee-generating positions in mutual funds and managed accounts investments that are serviced on the Company’s recordkeeping and custodial services platform. Amortization of DAC. Amortization of DAC on our Canadian segregated funds product in 2017 remained consistent with 2016 while each year experienced favorable market performance of the underlying funds and redemptions experience that was better than the original assumptions. The redemption assumption was reduced in both years based on emerging product experience. In 2016, amortization of DAC on our Canadian segregated funds product was lower compared to 2015 largely due to the impact of favorable 2016 segregated funds market performance. Insurance commissions . The increase in insurance commissions in 2017 from 2016 was largely driven by growth in our Canadian segregated funds client assets. Insurance commissions increased in 2016 compared with 2015 largely due to a change in the trail commission rate earned by the sales force on our Canadian segregated funds during the second quarter of 2015. Sales commissions. The increase in sales-and asset-based commissions was relatively consistent with the growth in sales- and asset-based revenues, respectively. When considering that asset-based expenses for our Canadian segregated funds were reflected within insurance commissions and amortization of DAC, the increase in asset-based commissions was relatively consistent with the increase in asset-based revenues excluding Canadian segregated funds. The decline in sales-based commissions in 2016 from 2015 was in line with the decline in sales-based revenue. The increase in asset-based commissions slightly outpaced the increase in asset-based revenue primarily due to fluctuations in the product mix. Other operating expenses. Other operating expenses increased in 2017 from 2016 largely due to growth in expenses of approximately $2.4 million based on client assets, higher costs of approximately $1.8 million related to the launch of the new Primerica Advisors Lifetime Investments Platform during the second quarter of 2017, and technology spending of approximately $1.7 million for a new 51 sales tool to support our agents’ distribution of products. These increases in other operating expenses were partially offset by approximately $1.4 million of lower costs related to the implementation of DOL Fiduciary Rule. The increase in other operating expenses in 2016 from 2015 was primarily due to $3.3 million of higher costs related to preparation for the DOL Fiduciary Rule. In addition, increased spending in technology-related expenses associated primarily with POL resulted in approximately $2.4 million of higher operating expenses in 2016. Also contributing to the growth in operating expenses in 2016 as compared with 2015 were higher employee-related costs of approximately $0.9 million. Corporate and Other Distributed Products Segment. Our results of operations for the Corporate and Other Distributed Products segment for the years ended December 31, 2017, 2016, and 2015 were as follows: Year ended December 31, 2017 vs. 2016 change 2016 vs. 2015 change 2017 2016 2015 $ % $ % (Dollars in thousands) Revenues: Direct premiums $28,041 $30,928 $32,311 $(2,887 ) (9 )% $(1,383 ) (4 )% Ceded premiums (7,760 ) (9,426 ) (10,268 ) (1,666 ) (18 )% (842 ) (8 )% Net Premiums 20,281 21,502 22,043 (1,221 ) (6 )% (541 ) (2 )% Commissions and fees 28,125 25,901 23,346 2,224 9 % 2,555 11 % Allocated investment income net of investment expenses 95,951 90,271 83,570 5,680 6 % 6,701 8 % Interest expense on surplus note (26,865 ) (18,880 ) (13,048 ) 7,985 42 % 5,832 45 % Allocated net investment income 69,086 71,391 70,522 (2,305 ) (3 )% 869 1 % Realized investment gains (losses), including other-than-temporary impairment losses 1,339 4,088 (1,738 ) (2,749 ) 67 % 5,826 335 % Other, net 5,300 5,199 4,732 101 2 % 467 10 % Total revenues 124,131 128,081 118,905 (3,950 ) (3 )% 9,176 8 % Benefits and expenses: Benefits and claims 17,807 17,015 17,083 792 5 % (68 ) * Amortization of DAC 1,480 1,622 1,795 (142 ) (9 )% (173 ) (10 )% Insurance expenses 7,404 7,080 6,740 324 5 % 340 5 % Insurance commissions 1,875 2,026 2,252 (151 ) (7 )% (226 ) (10 )% Sales commissions 13,414 12,502 11,525 912 7 % 977 8 % Interest expense 28,488 28,691 33,507 (203 ) (1 )% (4,816 ) (14 )% Other operating expenses 82,636 79,267 74,314 3,369 4 % 4,953 7 % Total benefits and expenses 153,104 148,203 147,216 4,901 3 % 987 1 % Income before income taxes $(28,973 ) $(20,122 ) $(28,311 ) $8,851 44 % $(8,189 ) (29 )% *Less than 1% Total revenues. The largest component of the decrease in total revenues in 2017 from 2016 was attributable to the decline in realized investment gains (losses), including OTTI as well as lower allocated investment income net of investment expenses. Realized investment gains (losses), including OTTI losses were lower in 2017 versus 2016 primarily due to gains recognized in the second quarter of 2016 from the sale certain securities pursuant to which the Company was able to reduce its exposure to specific issuers. Also contributing to the decreased in total revenues was the decline in net premiums due to the run-off of NBLIC’s discontinued lines of insurance. These decreases in total revenues were partially offset by the increase in commissions and fees due to the stronger sales of other fee-based distributed products. Total revenues in 2016 increased in comparison to 2015 mostly due to the increase in realized investment gains (losses), including OTTI losses from the gains recognized in the second quarter of 2016 as well as a lower amount of impairments on certain investments in our invested asset portfolio. Also contributing to the increase in revenues in 2016 from 2015 was higher commissions and fees due to the sales growth in other fee-based distributed products. The continued run-off of NBLIC’s non-term life insurance block of business slightly offset the increase in total revenues in 2016 versus 2015. Total Benefits and Expenses. Total benefits and expenses increased in 2017 from 2016 primarily due to higher employee-related equity award expense and agent- related support costs from hurricane-affected areas in Puerto Rico and Texas. Total benefits and expenses increased in 2016 from 2015 primarily due to higher employee-related costs in other operating expenses of approximately $4.4 million, which includes the full-year effect of reallocated employee-related expenses of approximately $3.3 million between segments in the second quarter of 2015 as described earlier in the Term Life Insurance segment discussion. The increase was partially offset by the reduction in the interest expense incurred on our 10% coinsurance agreement. For more information on the interest expense incurred on our 10% coinsurance agreement, see Note 6 (Reinsurance) to our consolidated financial statements included elsewhere in this report. 52 Financial Condition Investments. Our insurance business is primarily focused on selling term life insurance, which does not include an investment component for the policyholder. The invested asset portfolio funded by premiums from our term life insurance business does not involve the substantial asset accumulations and spread requirements that exist with other non-term life insurance products. As a result, the profitability of our term life insurance business is not as sensitive to the impact that interest rates have on our invested asset portfolio and investment income as the profitability of other companies that distribute non-term life insurance products. We follow a conservative investment strategy designed to emphasize the preservation of our invested assets and provide adequate liquidity for the prompt payment of claims. To meet business needs and mitigate risks, our investment guidelines provide restrictions on our portfolio’s composition, including limits on asset type, per issuer limits, credit quality limits, portfolio duration, limits on the amount of investments in approved countries and permissible security types. We also manage and monitor our allocation of investments to limit the accumulation of any disproportionate concentrations of risk among industry sectors or issuer countries outside of the U.S. and Canada. In addition, as of December 31, 2017, we did not hold any country of issuer concentrations outside of the U.S. or Canada that represented more than 5% of the fair value of our available-for-sale invested asset portfolio or any industry concentrations of corporate bonds that represented more than 10% of the fair value of our available-for-sale invested asset portfolio. We invest a portion of our portfolio in assets denominated in Canadian dollars to support our Canadian operations. Additionally, to ensure adequate liquidity for payment of claims, we take into account the maturity and duration of our invested asset portfolio and our general liability profile. We also hold within our invested asset portfolio a credit enhanced note (“LLC Note”) issued by a limited liability company owned by a third-party service provider which is classified as a held-to-maturity security. The LLC Note, which is scheduled to mature on December 31, 2030, was obtained in exchange for a surplus note of equal principal amount issued by Vidalia Re, a special purpose financial captive insurance company and wholly owned subsidiary of Primerica Life. For more information on the LLC Note, see Note 4 (Investments) to our consolidated financial statements included elsewhere in this report. We have an investment committee composed of members of our senior management team that is responsible for establishing and maintaining our investment guidelines and supervising our investment activity. Our investment committee regularly monitors our overall investment results and our compliance with our investment objectives and guidelines. We use a third-party investment advisor to assist us in the management of our investing activities. Our investment advisor reports to our investment committee. Our invested asset portfolio is subject to a variety of risks, including risks related to general economic conditions, market volatility, interest rate fluctuations, liquidity risk and credit and default risk. Investment guideline restrictions have been established to minimize the effect of these risks but may not always be effective due to factors beyond our control. Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. A significant increase in interest rates could result in significant losses, realized or unrealized, in the value of our invested asset portfolio. Additionally, with respect to some of our investments, we are subject to prepayment and, therefore, reinvestment risk. Details on asset mix (excluding our held-to-maturity security) were as follows: December 31, 2017 December 31, 2016 Fair value Cost or amortized cost Fair value Cost or amortized cost U.S. government and agencies 1% 1% 1% 1% Foreign government 6% 6% 6% 6% States and political subdivisions 3% 3% 2% 2% Corporates 61% 61% 65% 64% Mortgage- and asset-backed securities 15% 15% 14% 14% Equity securities 2% 1% 2% 2% Trading securities * * * * Cash and cash equivalents 12% 13% 10% 11% Total 100% 100% 100% 100% *Less than 1%. The composition and duration of our portfolio will vary depending on several factors, including the yield curve and our opinion of the relative value among various asset classes. The year-end average rating, duration and book yield of our fixed-maturity portfolio (excluding our held-to-maturity security) were as follows: December 31, 2017 December 31, 2016 Average rating of our fixed-maturity portfolio A A- Average duration of our fixed-maturity portfolio 3.8 years 3.9 years Average book yield of our fixed-maturity portfolio 3.97% 4.21% 53 Ratings for our investments in fixed-maturity securities are determined using Nationally Recognized Statistical Rating Organizations designations and/or equivalent ratings. The distribution of our investments in fixed-maturity securities (excluding our held-to-maturity security) by rating, including those classified as trading securities, were as follows: December 31, 2017 December 31, 2016 Amortized cost (1) % Amortized cost (1) % (Dollars in thousands) AAA $360,622 19 % $295,873 17 % AA 158,574 8 % 161,594 9 % A 417,047 22 % 387,072 23 % BBB 875,846 47 % 798,156 46 % Below investment grade 66,136 4 % 93,533 5 % Not rated 3,901 * 5,787 * Total $1,882,126 100 % $1,742,015 100 % (1)Includes trading securities at carrying value and available-for-sale securities at amortized cost. *Less than 1%. The ten largest holdings within our invested asset portfolio (excluding our held-to-maturity security) were as follows: December 31, 2017 Issuer Fair value Cost or amortized cost Unrealized gain (loss) Credit rating (Dollars in thousands) Government of Canada $21,179 $20,898 $281 AAA AT&T Inc. 13,450 12,470 980 BBB+ National Rural Utilities Cooperative 10,925 10,278 647 A Wells Fargo & Co. 10,757 10,148 609 A General Electric Co. 10,511 10,267 244 A Goldman Sachs Group Inc. 9,987 9,770 217 BBB+ Municipal Finance Authority of British Columbia 9,821 9,882 (61 ) AAA Province of Ontario Canada 9,467 9,124 343 A+ Province of Alberta Canada 9,257 9,142 115 A+ Enbridge Inc. 9,093 8,822 271 BBB+ Total – ten largest holdings $114,447 $110,801 $3,646 Total – fixed-maturity and equity securities $1,975,177 $1,914,829 Percent of total fixed-maturity and equity securities 6 % 6 % For additional information on our invested asset portfolio, see Note 4 (Investments) and Note 5 (Fair Value of Financial Instruments) to our consolidated financial statements included elsewhere in this report. Other Significant Assets and Liabilities. The balances of and changes in other significant assets and liabilities were as follows: December 31, Change 2017 2016 $ % (Dollars in thousands) Assets: Reinsurance recoverables $4,205,173 $4,193,562 $11,611 * Deferred policy acquisition costs, net 1,951,892 1,713,065 238,827 14 % Liabilities: Future policy benefits $5,954,524 $5,673,890 $280,634 5 % *Less than 1%. Reinsurance recoverables. Reinsurance recoverables reflects future policy benefit and claim reserves due from third-party reinsurers, including the IPO coinsurers. Such amounts are reported as reinsurance recoverables rather than offsetting future policy benefits. Reinsurance recoverables as of December 31, 2017 remained relatively consistent compared with December 31, 2016. Deferred policy acquisition costs, net. The increase in DAC was primarily a result of the cumulative impact of incremental commissions and expenses deferred as a result of new business in 2017, which was not subject to the IPO coinsurance agreements. Future policy benefits. The increase in future policy benefits was primarily a result of the growth in our in-force book of business. For additional information, see the notes to our consolidated financial statements included elsewhere in this report. Liquidity and Capital Resources Dividends and other payments to the Parent Company from its subsidiaries are our principal sources of cash. The amount of dividends paid by the subsidiaries is dependent on their capital needs to fund future growth and applicable regulatory restrictions. The primary 54 uses of funds by the Parent Company includ e the payments of stockholder dividends, interest on notes payable, general operating expenses, and income taxes, as well as repurchases of shares outstanding. During 2017, our life insurance underwriting companies declared and paid ordinary dividends of $ 160.9 million to the Parent Company. See Note 15 (Statutory Accounting and Dividend Restrictions) to our consolidated financial statements included elsewhere in this report for more information on insurance subsidiary dividends and statutory restrictions. In addition, our non-life insurance subsidiaries declared and paid dividends of approximately $96.0 million to the Parent Company in 2017. At December 31, 2017, the Parent Company had cash and invested assets of approximately $112.1 million. The Parent Company’s subsidiaries generate operating cash flows primarily from term life insurance premiums (net of premiums ceded to reinsurers), income from invested assets, commissions and fees collected from the distribution of investment and savings products as well as other financial products. The subsidiaries’ principal operating cash outflows include the payment of insurance claims and benefits (net of ceded claims recovered from reinsurers), commissions to our independent sales force, insurance and other operating expenses, interest expense for future policy benefit reserves financing transactions, and income taxes. The distribution and underwriting of term life insurance requires upfront cash outlays at the time the policy is issued as we pay a substantial majority of the sales commission during the first year following the sale of a policy and incur costs for underwriting activities at the inception of a policy’s term. During the early years of a policy’s term, we generally receive level term premiums in excess of claims paid. We invest the excess cash generated during earlier policy years in fixed- maturity and equity securities held in support of future policy benefit reserves. In later policy years, cash received from the maturity or sale of invested assets is used to pay claims in excess of level term premiums received. Historically, cash flows generated by our businesses, primarily from our existing block of term life policies and our investment and savings products, have provided us with sufficient liquidity to meet our operating requirements. We anticipate that cash flows from our businesses will continue to provide sufficient operating liquidity over the next 12 months. We do not expect after tax cash flows to change significantly as a result of the Tax Reform Act given that lower tax payments caused by the reduction of the U.S. federal corporate income tax rate to 21% effective January 1, 2018 will be largely offset by provisions in the Tax Reform Act that extend the time period for which we are able to realize tax deductions for deferred acquisition costs and policy reserves from our insurance businesses. We may seek to enhance our liquidity position or capital structure through borrowings from third-party sources, sales of debt or equity securities, reserve financings or some combination of these sources. Additionally, we believe that cash flows from our businesses and potential sources of funding will sufficiently support our long-term liquidity needs. Cash Flows. The components of the changes in cash and cash equivalents were as follows: Year ended December 31, 2017 2016 2015 (In thousands) Net cash provided by (used in) operating activities $388,524 $294,427 $264,251 Net cash provided by (used in) investing activities (128,281 ) (47,923 ) (58,465 ) Net cash provided by (used in) financing activities (193,461 ) (187,394 ) (240,430 ) Effect of foreign exchange rate changes on cash 1,204 572 (5,059 ) Change in cash and cash equivalents $67,986 $59,682 $(39,703 ) Operating activities. The increase in cash flows from operating activities during 2017 versus 2016 was driven by higher cash receipts from the collection of premium revenues in excess of benefits and claims paid in our Term Life Insurance segment. Growth in direct premiums as well as the additional layering of net premiums from term life insurance policies not subject to the IPO coinsurance transactions has continued to generate positive incremental cash flows. The impact of growing net premiums, as discussed earlier in the “Results of Operations” section, contributed to positive incremental cash flows after payments are made for policy acquisition costs during the first year that policies are issued. In addition, the timing of receipts for reinsured claims as of year-end contributed to the increase in cash provided by operating activities in 2017 as compared with 2016. The increase in operating cash flows was partially offset by higher year-over-year payments for policy acquisition costs associated with the increase in issued term life insurance policies in 2017 as well as the timing impact of Canadian income tax remittances attributable to the 2016 tax year. The increase in operating cash flows in 2016 from 2015 was also driven by the impact of growth in net premiums in excess of benefits and claims paid in our Term Life Insurance segment as noted in 2017 versus 2016. In addition, the timing of remittances for monthly reinsurance premiums to reinsurers as well as the timing impact of when outstanding checks were paid from our bank disbursement accounts at year-end contributed to the increase in operating cash flows in 2016 as compared with 2015. Also contributing to the increase in operating cash flows in 2016 versus 2015 was lower cash income taxes in Canada relative to income tax expense incurred due to the timing of remittances to Canadian tax authorities. The year-over-year growth in new life insurance policies issued resulted in higher cash payments for DAC (net of income tax deductions) in 2016 as compared with 2015, which partially offset the year-over-year increase in operating cash flows. Investing activities. The largest item affecting the year-over-year increase in cash used in investing activities was the higher use of cash in 2017 to purchase investments in fixed-maturity securities compared with 2016 as the size of our investment portfolio 55 continued to grow along with the growth of our in-force term life business. Additionally, in 2017 the Company had a lower level of fixed-maturity securities that matured and it sold fewer fixed-maturity securities versus the comparable period in 2016. The moderate decrease in cash used in investing activities in 2016 from 2015 was primarily driven by lower purchases of fixed-maturity securities as the Company accumulated a higher balance of short-term cash equivalent investments at the end of the year in pursuit of opportunities to reinvest in a rising interest rate environment. The decrease in cash used was partially offset by higher capital expenditures in 2016 for our information technology infrastructure. Financing activities. Cash used in financing activities during 2017 increased modestly compared to the same period in 2016 primarily due to higher tax withholdings on the vesting of employee equity awards as a result of the increased market share price of our common stock. In addition, the per share increase in stockholder dividends declared by the Company in 2017 versus 2016 also contributed to the increase in cash used in financing activities. Net cash used in financing activities during 2016 decreased compared to 2015 as we repurchased an incremental $50 million of our common stock under our share repurchase programs in 2015 compared with 2016. Risk-Based Capital (“RBC”). The National Association of Insurance Commissioners (“NAIC”) has established RBC standards for U.S. life insurers, as well as a risk-based capital model act (the “RBC Model Act”) that has been adopted by the insurance regulatory authorities. The RBC Model Act requires that life insurers annually submit a report to state regulators regarding their RBC based upon four categories of risk: asset risk; insurance risk; interest rate risk and business risk. The capital requirement for each is determined by applying factors that vary based upon the degree of risk to various asset, premiums and policy benefit reserve items. The formula is an early warning tool to identify possible weakly capitalized companies for purposes of initiating further regulatory action. Although the recently enacted Tax Reform Act in the United States did not impact our calculated RBC ratio under current regulations, the NAIC could modify its regulations in the future to factor in the lower U.S. federal tax rate in the calculation. Such changes to the regulations would likely reduce our calculated RBC ratio; however, we do not believe it will detract from how we view our capital strength to support our policyholder liabilities. As of December 31, 2017, our U.S. life insurance subsidiaries had statutory capital and RBC substantially in excess of the applicable statutory requirements and remained well positioned to support existing operations and fund future growth. In Canada, an insurer’s minimum capital requirement is overseen by the Office of the Superintendent of Financial Institutions (“OSFI”) and determined as the sum of the capital requirements for five categories of risk: asset default risk; mortality/morbidity/lapse risks; changes in interest rate environment risk; segregated funds risk; and foreign exchange risk. As of December 31, 2017, Primerica Life Canada was in compliance with Canada’s minimum capital requirements as determined by OSFI. For more information regarding statutory capital requirements and dividend capacities of our insurance subsidiaries, see Note 15 (Statutory Accounting and Dividend Restrictions) to our consolidated financial statements included elsewhere in this report for more information. Redundant Reserve Financings. The Model Regulation entitled Valuation of Life Insurance Policies, commonly known as Regulation XXX, requires insurers to carry statutory policy benefit reserves for term life insurance policies with long-term premium guarantees which are often significantly in excess of the future policy benefit reserves that insurers deem necessary to satisfy claim obligations (“redundant policy benefit reserves”). Accordingly, many insurance companies have sought ways to reduce their capital needs by financing redundant policy benefit reserves through bank financing, reinsurance arrangements and other financing transactions. We have established Peach Re, Inc. ("Peach Re") and Vidalia Re as special purpose financial captive insurance companies and wholly owned subsidiaries of Primerica Life. Primerica Life has ceded certain term life policies issued prior to 2011 to Peach Re as part of a Regulation XXX redundant reserve financing transaction (the “Peach Re Redundant Reserve Financing Transaction”) and has ceded certain term life policies issued in 2011 through 2016 to Vidalia Re as part of a Regulation XXX redundant reserve financing transaction (the “Vidalia Re Redundant Reserve Financing Transaction”). These redundant reserve financing transactions allow us to more efficiently manage and deploy our capital. The NAIC has adopted a model regulation for determining reserves using a principle-based approach (“principle-based reserves” or “PBR”), which is designed to reflect each insurer’s own experience in calculating reserves and move away from a standardized reserving formula. PLIC plans to adopt PBR on January 1, 2018 and NBLIC will adopt PBR when adopted by the state insurance department in New York. The new principle-based reserve regulation will significantly reduce the statutory policy benefit reserve requirements, but will only apply for business issued after the effective date. As a result, we expect that the adoption of PBR will significantly reduce the need to engage in future redundant reserve financing transactions for business issued after the effective date. See Note 4 (Investments), Note 10 (Debt) and Note 16 (Commitments and Contingent Liabilities) to our consolidated financial statements included elsewhere in this report for more information on these redundant reserve financing transactions. Notes Payable. The Company has $375.0 million of publicly-traded, Senior Notes outstanding issued at a price of 99.843% with an annual interest rate of 4.75%, payable semi-annually in arrears on January 15 and July 15. The Senior Notes mature July 15, 2022. 56 We were in compliance with the covenants of the Senior Notes at December 31, 2017. No events of default occurred on the Senior Notes during the year ended December 31, 2017. Financial Ratings. As of December 31, 2017, the investment grade credit ratings for our Senior Notes were as follows: Agency Senior Notes rating Moody's Baa2, positive outlook Standard & Poor's A-, stable outlook A.M. Best Company a-, stable outlook As of December 31, 2017, Primerica Life’s financial strength ratings were as follows: Agency Financial strength rating Moody's A2, positive outlook Standard & Poor's AA-, stable outlook A.M. Best Company A+, stable outlook Securities Lending. We participate in securities lending transactions with brokers to increase investment income with minimal risk. See Note 4 (Investments) to our consolidated financial statements included elsewhere in this report for additional information. Short-Term Borrowings. We had no short-term borrowings as of or during the year ended December 31, 2017. Surplus Note. Vidalia Re issued a Surplus Note in exchange for the LLC Note as a part of the Vidalia Re Redundant Reserve Financing Transaction. The Surplus Note has a principal amount equal to the LLC Note and is scheduled to mature on December 31, 2030. For more information on the Surplus Note, see Note 10 (Debt) to our consolidated financial statements included elsewhere in this report. Off-Balance Sheet Arrangements. We have no transactions, agreements or other contractual arrangements to which an entity unconsolidated with the Company is a party, under which the Company maintains any off-balance sheet obligations or guarantees as of December 31, 2017. Credit Facility Agreement. On December 19, 2017, we entered into a new $200.0 million five-year unsecured revolving credit facility ("Revolving Credit Facility") with a syndicate of commercial banks. Amounts outstanding under the Revolving Credit Facility bear interest at a periodic rate equal to LIBOR or the base rate, plus in either case an applicable margin. The Revolving Credit Facility also permits the issuance of letters of credit. The applicable margins are based on our debt rating with such margins for LIBOR rate loans and letters of credit ranging from 1.125% to 1.625% per annum and for base rate loans ranging from 0.125% to 0.625% per annum. Under the Revolving Credit Facility, we incur a commitment fee that is payable quarterly in arrears and is determined by our debt rating. This commitment fee ranges from 0.125% to 0.225% per annum of the aggregate $200 million commitment of the lenders under the Revolving Credit Facility. As of December 31, 2017, no amounts have been drawn under the Revolving Credit Facility and we were in compliance with its covenants. Furthermore, no events of default have occurred under the Revolving Credit Facility. Contractual Obligations. Our contractual obligations, including payments due by period, were as follows: December 31, 2017 Total Liability Total Payments Less than 1 year 1-3 years 3-5 years More than 5 years (In millions) Future policy benefits $5,955 $21,311 $1,494 $2,816 $2,612 $14,389 Policy claims and other benefits payable 307 307 307 - - - Other policyholder funds 378 378 378 - - - Long-term debt principal 375 375 - - 375 - Interest obligations 8 175 28 57 55 35 Commissions 35 34 32 2 - - Purchase obligations 3 39 28 10 1 - Operating lease obligations - 72 7 14 13 38 Income tax payable 25 25 21 - 1 3 Other liabilities 406 394 354 38 - 2 Total contractual obligations $7,492 $23,110 $2,649 $2,937 $3,057 $14,467 Our liability for future policy benefits represents the present value of estimated future policy benefits to be paid, less the present value of estimated future net benefit premiums to be collected. Net benefit premiums represent the portion of gross premiums required to provide for all benefits and associated expenses. These benefit payments are contingent on policyholders continuing to renew their policies and make their premium payments. Our contractual obligations table discloses the impact of benefit payments that will be due assuming the underlying policy renewals and premium payments continue as expected in our actuarial models. The future policy benefit payments represented in the table are presented on an undiscounted basis, gross of any amounts recoverable through reinsurance agreements and gross of any premiums to be collected. We expect to fully fund the obligations for future policy benefits from cash flows from general account invested assets, claims reimbursed by reinsurers, and from future premiums. These estimations 57 are based on mortality and lapse assumptions comparable with our historical experience. Due to the significance of the assumptions used, the amounts presented could materially differ from actual results. Policy claims and other benefits payable represents claims and benefits currently owed to policyholders. Other policyholders’ funds primarily represent claim payments left on deposit with us. Long-term debt principal relates to our Senior Notes. Interest obligations (reported within other liabilities in our consolidated balance sheets) reflect expected interest on our Senior Notes, the commitment fee on our Revolving Credit Facility, the financing charges related to an issued letter of credit, fees paid for the credit enhancement feature on the LLC Note, and a finance charge incurred pursuant to one of our coinsurance agreements as of December 31, 2017. We did not include the principal or interest on the Surplus Note in the table above as the payments due for these items are contractually offset by the principal and interest on the LLC Note as long as we hold the LLC Note. The Company asserts its positive intent and ability to hold the LLC Note until maturity. Commissions represent commissions that have been earned by our independent sales force but have not been paid as of December 31, 2017. We are only obligated to pay commissions as earned from sales of our products. The total liability amount is reported within other liabilities in our consolidated balance sheets. Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms. These obligations consist primarily of accounts payable and certain accrued liabilities, including committed funds related to meetings and conventions for our independent sales force, plus a variety of vendor commitments funding our ongoing business operations. The total liability amount is reported within other liabilities in our consolidated balance sheets. Our operating lease obligations primarily relate to office, warehouse, printing, and distribution properties. For additional information on leased properties, see “Item 2. Properties” included elsewhere in this report. Income tax payable represents income taxes owed at year-end and includes the estimated tax on mandatory deemed repatriated Canadian earnings stipulated by the Tax Reform Act. Other liabilities are obligations reported within the consolidated balance sheets and consist primarily of amounts due under reinsurance agreements and general accruals and payables. The total payments within the table differ from the amounts presented in our consolidated balance sheets due to the exclusion of amounts where a reasonable estimate of the period of settlement cannot be determined. For additional information concerning our commitments and contingencies, see Note 16 (Commitments and Contingent Liabilities) to our consolidated financial statements included elsewhere in this report. I TEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Market risk is the risk of the loss of fair value resulting from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates. Market risk is directly influenced by the volatility and liquidity in the markets in which the related underlying financial instruments are traded. Sensitivity analysis measures the impact of hypothetical changes in interest rates, foreign exchange rates and other market rates or prices on the profitability of market-sensitive financial instruments. The following discussion about the potential effects of changes in interest rates and Canadian currency exchange rates is based on shock-tests, which model the effects of interest rate and Canadian exchange rate shifts on our financial condition and results of operations. Although we believe shock tests provide the most meaningful analysis permitted by the rules and regulations of the SEC, they are constrained by several factors, including the necessity to conduct the analysis based on a single point in time and by their inability to include the extraordinarily complex market reactions that normally would arise from the market shifts modeled. Although the following results of shock tests for changes in interest rates and Canadian currency exchange rates may have some limited use as benchmarks, they should not be viewed as forecasts. These disclosures also are selective in nature and address, in the case of interest rates, only the potential direct impact on our financial instruments and, in the case of Canadian currency exchange rates, the potential translation impact on net income from our Canadian subsidiaries. They do not include a variety of other potential factors that could affect our business as a result of these changes in interest rates and Canadian currency exchange rates. Interest Rate Risk. The fair value of the fixed-maturity securities (excluding the held-to-maturity security) in our invested asset portfolio as of December 31, 2017 and 2016 was approximately $1.9 billion and $1.8 billion, respectively. The primary market risk for this portion of our invested asset portfolio is interest rate risk. One means of assessing the exposure of our fixed-maturity securities portfolios to interest rate changes is a duration-based analysis that measures the potential changes in market value resulting from a hypothetical change in interest rates of 100 basis points across all maturities. This model is sometimes referred to as a parallel shift in the yield curve. Under this model, with all other factors constant and assuming no offsetting change in the value of our liabilities, we estimated that such an increase in interest rates would cause the fair value of our fixed-maturity securities portfolios to decline by approximately $67.0 million, or approximately 3%, based on our actual securities positions as of December 31, 2017. For comparative 58 purposes, the same increase in rates would have caused the fair value of our fixed-maturity securities portfolios to decline by approxi mately $64.1 million, or approximately 4%, based on our actual securities positions as of December 31, 2016. If interest rates remain at or near historically low levels, we anticipate the average yield of our fixed-income investment portfolio, and therefore the investment income derived from it, would decrease as maturing fixed-income investments would be replaced with purchases of lower yielding investments. Canadian Currency Risk. We also have exposure to foreign currency exchange risk to the extent we conduct business in Canada. A strong Canadian dollar relative to the U.S. dollar results in higher levels of reported revenues, expenses, net income, assets, liabilities, and accumulated comprehensive income (loss) in our U.S. dollar financial statements, and a weaker Canadian dollar would have the opposite effect. Generally, our Canadian dollar-denominated assets are held in support of our Canadian dollar-denominated liabilities. For the year ended December 31, 2017, 16% of our revenues from operations, excluding realized investment gains, and 21% of income before income taxes were generated by our Canadian operations. For the year ended December 31, 2016, 16% of our revenues from operations, excluding realized investment gains, and 20% of income before income taxes were generated by our Canadian operations. One means of assessing exposure to changes in Canadian currency exchange rates is to model the effects on reported income using a sensitivity analysis. We analyzed our Canadian currency exposure for the year ended December 31, 2017. Net exposure was measured assuming a 10% decrease in Canadian currency exchange rates compared to the U.S. dollar. We estimated that such a decrease would decrease our income before income taxes for the year ended December 31, 2017 by approximately $8.0 million. Our investment in the net assets of our Canadian operations is also subject to Canadian currency risk. If we were to assume a 10% decrease in Canadian currency exchange rates compared to the U.S. dollar, the translated value of our net investment in our Canadian subsidiaries in U.S. dollars would decrease by approximately $28.4 million based on net assets as of December 31, 2017. For comparative purposes, a similar decrease in Canadian currency exchange rates compared to the U.S. dollar would have caused the translated value of our net investment in our Canadian subsidiaries in U.S. dollars to decline by approximately $24.3 million based on net assets as of December 31, 2016. Historically, we have not hedged this exposure, although we may elect to do so in future periods. The impact of translating the balance of net assets of our Canadian operations is recorded in our consolidated balance sheets within the accumulated other comprehensive income component of stockholders’ equity. Credit Risk. We extensively use reinsurance in the United States to diversify our insurance and underwriting risk and to manage our loss exposure to mortality risk. Reinsurance does not relieve us of our direct liability to our policyholders. Due to factors such as insolvency, adverse underwriting results or inadequate investment returns, our reinsurers may not be able to pay the amounts they owe us on a timely basis or at all. Further, reinsurers might refuse or fail to pay losses that we cede to them or might delay payment. To limit our exposure with any one reinsurer, we monitor the concentration of credit risk we have with our reinsurance counterparties, as well as their financial condition. We manage this reinsurer credit risk through analysis and monitoring of the credit-worthiness of each of our reinsurance partners to minimize collection issues. Also, for reinsurance contracts with unauthorized reinsurers, we require collateral such as letters of credit. For information on our reinsurance exposure and reinsurers, see Note 6 (Reinsurance) to our consolidated financial statements included elsewhere in this report. In connection with the Peach Re Credit Facility Agreement, the Company assumes credit risk associated with Deutsche Bank’s ability to make payment to us as fulfillment of its obligations under the letter of credit. Such a draw on the letter of credit would only be requested in the event that the assets held in support of the liabilities assumed by Peach Re were insufficient, which, based on actuarial analysis, is unlikely. Concurrent with the execution of the Regulation XXX redundant reserve financing transaction between Vidalia Re and Primerica Life, Vidalia Re entered into a Surplus Note Purchase Agreement (the “Surplus Note Purchase Agreement”) with Hannover Life Reassurance Company of America and certain of its affiliates (collectively, “Hannover Re”) and a newly formed limited liability company (the “LLC”) owned by a third-party service provider. Under the Surplus Note Purchase Agreement, Vidalia Re issued the Surplus Note to the LLC in exchange for the LLC Note of equal principal amount. The Company assumes credit risk associated with a credit enhancement feature provided by Hannover Re, which bears the obligation to absorb the LLC’s losses in the event of a Surplus Note default in exchange for a fee. For information on the Peach Re Credit Facility Agreement, see Note 16 (Commitments and Contingent Liabilities) and for information on the Surplus Note Purchase Agreement, see Note 4 (Investments) and Note 10 (Debt) to our consolidated financial statements included elsewhere in this report. We also bear credit risk on our investment portfolio related to the uncertainty associated with the continued ability of an obligor to make timely payments of principal and interest. In an effort to meet business needs and mitigate credit and other portfolio risks, we established investment guidelines that provide restrictions on our portfolio’s composition, including limits on asset type, per issuer limits, credit quality limits, portfolio duration, limits on the amount of investments in approved countries and permissible security types. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition” for details on our investment portfolio, including investment strategy, asset mix, and credit ratings. 59 I TEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Primerica, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Primerica, Inc. and subsidiaries (the “Company”) as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three‑year period ended December 31, 2017, and the related notes and financial statement schedules I, II, III, and IV (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2018 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the Company’s auditor since 2007. /s/ KPMG LLP Atlanta, Georgia February 26, 2018 60 PRIMERICA, INC. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2017 December 31, 2016 (In thousands) Assets: Investments: Fixed-maturity securities available-for-sale, at fair value (amortized cost: $1,877,326 in 2017 and $1,734,683 in 2016) $1,927,842 $1,792,438 Fixed-maturity securities held-to-maturity, at amortized cost (fair value: $779,472 in 2017 and $513,015 in 2016) 737,150 503,230 Equity securities available-for-sale, at fair value (cost: $31,331 in 2017 and $36,818 in 2016) 41,107 44,894 Trading securities, at fair value (cost: $6,172 in 2017 and $7,382 in 2016) 6,228 7,383 Policy loans 32,816 30,916 Total investments 2,745,143 2,378,861 Cash and cash equivalents 279,962 211,976 Accrued investment income 16,665 16,520 Reinsurance recoverables 4,205,173 4,193,562 Deferred policy acquisition costs, net 1,951,892 1,713,065 Agent balances, due premiums and other receivables 229,522 210,448 Intangible assets, net 51,513 54,915 Deferred income taxes 48,614 37,369 Other assets 359,347 334,274 Separate account assets 2,572,872 2,287,953 Total assets $12,460,703 $11,438,943 Liabilities and Stockholders’ Equity: Liabilities: Future policy benefits $5,954,524 $5,673,890 Unearned premiums 486 527 Policy claims and other benefits payable 307,401 268,136 Other policyholders’ funds 377,998 363,038 Notes payable 373,288 372,919 Surplus note 736,381 502,491 Income tax payable 24,896 26,365 Deferred income taxes 152,572 198,641 Other liabilities 451,398 449,963 Payable under securities lending 89,786 73,646 Separate account liabilities 2,572,872 2,287,953 Commitments and contingent liabilities (see Commitments and Contingent Liabilities note) Total liabilities 11,041,602 10,217,569 Stockholders’ equity: Common stock ($0.01 par value; authorized 500,000 in 2017 and 2016; issued and outstanding 44,251 shares in 2017 and 45,721 shares in 2016) 443 457 Paid-in capital - 52,468 Retained earnings 1,375,090 1,138,851 Accumulated other comprehensive income (loss), net of income tax: Unrealized foreign currency translation gains (losses) 3,995 (13,193 ) Net unrealized investment gains (losses): Net unrealized investment gains not other-than-temporarily impaired 39,686 42,852 Net unrealized investment losses other-than-temporarily impaired (113 ) (61 ) Total stockholders’ equity 1,419,101 1,221,374 Total liabilities and stockholders’ equity $12,460,703 $11,438,943 See accompanying notes to consolidated financial statements. 61 PRIMERICA, INC. AND SUBSIDIARIES Consolidated Statements of Income Year ended December 31, 2017 2016 2015 (In thousands, except per-share amounts) Revenues: Direct premiums $2,562,109 $2,444,268 $2,345,444 Ceded premiums (1,600,771 ) (1,600,559 ) (1,595,220 ) Net premiums 961,338 843,709 750,224 Commissions and fees 591,317 541,686 537,146 Investment income net of investment expenses 105,882 97,905 89,557 Interest expense on surplus note (26,865 ) (18,880 ) (13,048 ) Net investment income 79,017 79,025 76,509 Realized investment gains (losses), including other-than- temporary impairment losses 1,339 4,088 (1,738 ) Other, net 56,091 50,576 42,058 Total revenues 1,689,102 1,519,084 1,404,199 Benefits and expenses: Benefits and claims 416,019 367,655 339,315 Amortization of deferred policy acquisition costs 209,399 180,582 157,727 Sales commissions 297,988 272,815 274,893 Insurance expenses 147,280 132,348 123,030 Insurance commissions 21,108 17,783 16,340 Interest expense 28,488 28,691 33,507 Other operating expenses 189,300 181,615 168,406 Total benefits and expenses 1,309,582 1,181,489 1,113,218 Income before income taxes 379,520 337,595 290,981 Income taxes 29,265 118,181 101,110 Net income $350,255 $219,414 $189,871 Earnings per share: Basic earnings per share $7.63 $4.59 $3.70 Diluted earnings per share $7.61 $4.59 $3.70 Weighted-average shares used in computing earnings per share: Basic 45,598 47,411 50,881 Diluted 45,689 47,453 50,913 Supplemental disclosures: Total impairment losses $(1,700 ) $(3,420 ) $(6,893 ) Impairment losses recognized in other comprehensive income before income taxes 147 - - Net impairment losses recognized in earnings (1,553 ) (3,420 ) (6,893 ) Other net realized investment gains 2,892 7,508 5,155 Realized investment gains (losses), including other-than- temporary impairment losses $1,339 $4,088 $(1,738 ) Dividends declared per share $0.78 $0.70 $0.64 See accompanying notes to consolidated financial statements. 62 PRIMERICA, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income Year ended December 31, 2017 2016 2015 (In thousands) Net income $350,255 $219,414 $189,871 Other comprehensive income (loss) before income taxes: Unrealized investment gains (losses): Change in unrealized holding gains (losses) on investment securities (3,950 ) 20,500 (65,920 ) Reclassification adjustment for realized investment (gains) losses included in net income (1,589 ) (3,955 ) 1,596 Foreign currency translation adjustments: Change in unrealized foreign currency translation gains (losses) 17,383 6,689 (41,929 ) Total other comprehensive income (loss) before income taxes 11,844 23,234 (106,253 ) Income tax expense (benefit) related to items of other comprehensive income (loss) (2,126 ) 5,871 (22,961 ) Other comprehensive income (loss), net of income taxes 13,970 17,363 (83,292 ) Total comprehensive income $364,225 $236,777 $106,579 See accompanying notes to consolidated financial statements. 63 PRIMERICA, INC. AND SUBSIDIARIES Consolidated Statements of Stockholders’ Equity Year ended December 31, 2017 2016 2015 (In thousands) Common stock: Balance, beginning of period $457 $483 $522 Repurchases of common stock (19 ) (33 ) (45 ) Net issuance of common stock 5 7 6 Balance, end of period 443 457 483 Paid-in capital: Balance, beginning of period 52,468 180,250 353,337 Share-based compensation 26,095 26,219 33,544 Net issuance of common stock (5 ) (7 ) (6 ) Repurchases of common stock (78,558 ) (153,994 ) (207,714 ) Adjustments to paid-in capital, other - - 1,089 Balance, end of period - 52,468 180,250 Retained earnings: Balance, beginning of period 1,138,851 952,804 795,740 Net income 350,255 219,414 189,871 Dividends (35,821 ) (33,367 ) (32,807 ) Repurchases of common stock (78,195 ) - - Balance, end of period 1,375,090 1,138,851 952,804 Accumulated other comprehensive income (loss): Balance, beginning of period 29,598 12,235 95,527 Change in foreign currency translation adjustment, net of income tax expense (benefit) 17,188 6,608 (41,482 ) Change in net unrealized investment gains (losses) during the period, net of income taxes: Change in net unrealized investment gains (losses) not-other- than temporarily impaired (3,166 ) 10,745 (42,201 ) Change in net unrealized investment gains (losses) other-than-temporarily impaired (52 ) 10 391 Balance, end of period 43,568 29,598 12,235 Total stockholders’ equity $1,419,101 $1,221,374 $1,145,772 See accompanying notes to consolidated financial statements. 64 PRIMERICA, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows Year ended December 31, 2017 2016 2015 (In thousands) Cash flows from operating activities: Net income $350,255 $219,414 $189,871 Adjustments to reconcile net income to cash provided by (used in) operating activities: Change in future policy benefits and other policy liabilities 306,122 256,520 242,957 Deferral of policy acquisition costs (422,749 ) (376,879 ) (326,197 ) Amortization of deferred policy acquisition costs 209,399 180,582 157,727 Deferred tax provision (53,788 ) 44,316 38,292 Change in income taxes (2,159 ) 27,601 5,862 Realized investment (gains) losses, including other-than-temporary impairments (1,339 ) (4,088 ) 1,738 Accretion and amortization of investments (1,596 ) (1,411 ) (1,343 ) Depreciation and amortization 13,551 14,595 10,998 Change in reinsurance recoverables 9,124 (72,880 ) (49,966 ) Change in agent balances, due premiums and other receivables (18,331 ) (20,069 ) (11,379 ) Trading securities sold, matured, or called (acquired), net 1,137 (2,051 ) 2,308 Share-based compensation 15,267 13,442 14,948 Change in other operating assets and liabilities, net (16,369 ) 15,335 (11,565 ) Net cash provided by (used in) operating activities 388,524 294,427 264,251 Cash flows from investing activities: Available-for-sale investments sold, matured or called: Fixed-maturity securities — sold 76,701 91,666 130,608 Fixed-maturity securities — matured or called 223,088 254,585 247,771 Equity securities 5,771 8,572 4,894 Available-for-sale investments acquired: Fixed-maturity securities (426,689 ) (386,394 ) (433,457 ) Equity securities (400 ) (2,683 ) (882 ) Purchases of property and equipment and other investing activities, net (6,752 ) (13,669 ) (7,399 ) Cash collateral received (returned) on loaned securities, net 16,140 2,164 21,271 Sales (purchases) of short-term investments using securities lending collateral, net (16,140 ) (2,164 ) (21,271 ) Net cash provided by (used in) investing activities (128,281 ) (47,923 ) (58,465 ) Cash flows from financing activities: Dividends paid (35,821 ) (33,367 ) (32,807 ) Common stock repurchased (150,038 ) (150,057 ) (200,084 ) Tax withholdings on share-based compensation (6,734 ) (3,970 ) (7,675 ) Cash proceeds from stock options exercised - - 136 Payment of deferred financing costs (868 ) - - Net cash provided by (used in) financing activities (193,461 ) (187,394 ) (240,430 ) Effect of foreign exchange rate changes on cash 1,204 572 (5,059 ) Change in cash and cash equivalents 67,986 59,682 (39,703 ) Cash and cash equivalents, beginning of period 211,976 152,294 191,997 Cash and cash equivalents, end of period $279,962 $211,976 $152,294 Supplemental disclosures of cash flow information: Income taxes paid $83,304 $45,402 $62,116 Interest paid 27,816 27,992 32,386 See accompanying notes to consolidated financial statements. 65 PRIMERICA, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (1) Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies Description of Business. Primerica, Inc. (the "Parent Company"), together with its subsidiaries (collectively, "we", "us" or the "Company"), is a leading distributor of financial products to middle-income households in the United States and Canada. We assist our clients in meeting their needs for term life insurance, which we underwrite, and mutual funds, annuities, managed investments and other financial products, which we distribute primarily on behalf of third parties. Our primary subsidiaries include the following entities: Primerica Financial Services, Inc. ("PFS"), a general agency and marketing company; Primerica Life Insurance Company ("Primerica Life"), our principal life insurance company; Primerica Financial Services (Canada) Ltd., a holding company for our Canadian operations, which includes Primerica Life Insurance Company of Canada ("Primerica Life Canada") and PFSL Investments Canada Ltd. ("PFSL Investments Canada"); and PFS Investments Inc. ("PFS Investments"), an investment products company and broker-dealer. Primerica Life, domiciled in Tennessee, owns National Benefit Life Insurance Company ("NBLIC"), a New York insurance company. Prior to Primerica Life’s re-domestication to Tennessee in December 2017, Primerica Life was a Massachusetts-domiciled life insurance underwriting company. We established Peach Re, Inc. ("Peach Re") and Vidalia Re, Inc. (“Vidalia Re”) as special purpose financial captive insurance companies and wholly owned subsidiaries of Primerica Life. Peach Re and Vidalia Re have each entered into separate coinsurance agreements with Primerica Life whereby Primerica Life has ceded certain level-premium term life insurance policies to Peach Re and Vidalia Re (respectively, the “Peach Re Coinsurance Agreement” and the “Vidalia Re Coinsurance Agreement”). Basis of Presentation. We prepare our financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). These principles are established primarily by the Financial Accounting Standards Board (“FASB”). The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect financial statement balances, revenues and expenses and cash flows, as well as the disclosure of contingent assets and liabilities. Management considers available facts and knowledge of existing circumstances when establishing the estimates included in our financial statements. Use of Estimates. The most significant items that involve a greater degree of accounting estimates and actuarial determinations subject to change in the future are the valuation of investments, deferred policy acquisition costs (“DAC”), future policy benefit reserves and corresponding amounts recoverable from reinsurers, and income taxes. Estimates for these and other items are subject to change and are reassessed by management in accordance with U.S. GAAP. Actual results could differ from those estimates. Consolidation. The accompanying consolidated financial statements include the accounts of the Company and those entities required to be consolidated under applicable accounting standards. All material intercompany profits, transactions, and balances among the consolidated entities have been eliminated. Reclassifications. Certain reclassifications have been made to prior-period amounts to conform to current-period reporting classifications. These reclassifications had no impact on net income or total stockholders’ equity. Subsequent Events. The Company has evaluated subsequent events for recognition and disclosure for events and transactions after the date of the consolidated financial statements at December 31, 2017. Foreign Currency Translation. Assets and liabilities of our Canadian subsidiaries are translated into U.S. dollars using year-end exchange rates, and the translation adjustments are reported in other comprehensive income (loss). Revenues and expenses of our Canadian subsidiaries are translated monthly at amounts that approximate weighted-average exchange rates. Investments. Investments are reported on the following bases: •Available-for-sale (“AFS”) fixed-maturity securities, including bonds and redeemable preferred stocks not classified as trading securities, are carried at fair value. When quoted market values are unavailable, we obtain estimates from independent pricing services or estimate fair value based upon a comparison to quoted issues of the same issuer or of other issuers with similar characteristics. •Held-to-maturity fixed-maturity security is carried at amortized cost. •Equity securities, including common and nonredeemable preferred stocks, are classified as AFS and are carried at fair value. When quoted market values are unavailable, we obtain estimates from independent pricing services or estimates fair value based upon a comparison to quoted issues of the same issuer or of other issuers with similar characteristics. •Trading securities, which primarily consist of bonds, are carried at fair value. Changes in fair value of trading securities are included in net investment income in the period in which the change occurred. •Policy loans are carried at unpaid principal balances, which approximate fair value. Investment transactions are recorded on a trade-date basis. We use the specific-identification method to determine the realized gains or losses from securities transactions and report the realized gains or losses in the accompanying consolidated statements of income. 66 Unrealized gains and losses on AFS securities are included as a separate component of other comprehensive income, except for other-than-temporary impairments (“OTTI”) discussed below, in the acc ompanying consolidated statements of comprehensive income. Investments are reviewed on a quarterly basis for OTTI. Credit risk, interest rate risk, the amount of time the security has been in an unrealized loss position, actions taken by ratings agencies, and other factors are considered in determining whether an unrealized loss is other-than-temporary. OTTI in our accompanying consolidated statements of income reflect the impairment on AFS securities that we intend to sell or would more-likely-than-not be required to sell before the expected recovery of the amortized cost basis. For AFS fixed maturity securities that we have no intent to sell and believe that it is not more-likely-than-not we will be required to sell prior to recovery, only the credit loss component of OTTI is recognized in our accompanying consolidated statements of income, while the remainder is recognized in other comprehensive income in the accompanying consolidated statements of comprehensive income (loss). The credit loss component of OTTI recognized in net income is identified as the amount of principal cash flows not expected to be received over the remaining term of the security. Any subsequent changes (if not an other-than-temporary impairment) in the fair value of AFS securities are recognized in other comprehensive income in the accompanying statements of comprehensive income. Interest income on fixed-maturity securities is recorded when earned by determining the effective yield, which gives consideration to amortization of premiums, accretion of discounts, and any previous OTTI. Dividend income on equity securities is recorded when declared. These amounts are included in net investment income in the accompanying consolidated statements of income. Included within fixed-maturity securities are loan-backed and asset-backed securities. Amortization of the premium or accretion of the discount uses the retrospective method. The effective yield used to determine amortization/accretion is calculated based on actual and historical projected future cash flows and updated quarterly. Embedded conversion options associated with fixed-maturity securities are bifurcated from the fixed-maturity security host contracts and separately recognized as equity securities. The change in fair value of these bifurcated conversion options is recorded in realized gains (losses), including OTTI in the accompanying consolidated statements of income. Cash and Cash Equivalents. Cash and cash equivalents include cash on hand, money market instruments, and all other highly liquid investments purchased with an original or remaining maturity of three months or less at the date of acquisition. Reinsurance. We use reinsurance extensively, utilizing yearly renewable term (“YRT”) and coinsurance agreements. Under YRT agreements, we reinsure only the mortality risk, while under coinsurance, we reinsure a proportionate part of all risks arising under the reinsured policy. Under coinsurance, the reinsurer receives a proportionate part of the premiums, less commission allowances, and is liable for a corresponding part of all benefit payments. All reinsurance contracts in effect for the three-year period ended December 31, 2017 transfer a reasonable possibility of substantial loss to the reinsurer or are accounted for under the deposit method of accounting. Ceded premiums are treated as a reduction to direct premiums and are recognized when due to the assuming company. Ceded claims are treated as a reduction to direct benefits and are recognized when the claim is incurred on a direct basis. Ceded policy reserve changes are also treated as a reduction to benefits and claims expense and are recognized during the applicable financial reporting period. Reinsurance premiums, commissions, expense reimbursements and benefits and reserves related to reinsured long-duration contracts are accounted for over the life of the underlying contracts using assumptions consistent with those used to account for the underlying policies. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liabilities and future policy benefits associated with reinsured policies. Ceded policy reserves and claims liabilities relating to insurance ceded are shown as reinsurance recoverables on the accompanying consolidated balance sheets. We analyze and monitor the credit-worthiness of each of our reinsurance partners to minimize collection issues. For reinsurance contracts with unauthorized reinsurers, we require collateral such as letters of credit. To the extent we receive ceding allowances to cover policy and claims administration under reinsurance contracts, these allowances are treated as a reduction to insurance commissions and expenses and are recognized when due from the assuming company. To the extent we receive ceding allowances reimbursing commissions that would otherwise be deferred, the amount of commissions deferrable will be reduced. The corresponding DAC balances are reduced on a pro rata basis by the portion of the business reinsured with reinsurance agreements that meet risk transfer provisions. The reduced DAC will result in a corresponding reduction of amortization expense. DAC. We defer incremental direct costs of successful contract acquisitions that result directly from and are essential to the contract transaction(s) and that would not have been incurred had the contract transaction(s) not occurred. These deferred policy acquisition costs mainly include commissions and policy issue expenses. All other acquisition-related costs, including unsuccessful acquisition and renewal efforts, are charged to expense as incurred. Also, administrative costs, rent, depreciation, occupancy, equipment, and all other general overhead costs are considered indirect costs and are charged to expense as incurred. DAC for term life insurance policies is amortized over the initial premium-paying period of the related policies in proportion to premium income. DAC for Canadian segregated funds is amortized over the life of the underlying policies at a constant rate based on 67 the present value of th e estimated gross profits expected to be realized over the life of the underlying policies. DAC is subject to recoverability testing annually and when impairment indicators exist. Intangible Assets. Intangible assets are amortized over their estimated useful lives. Any intangible asset that was deemed to have an indefinite useful life is not amortized but is subject to an annual impairment test. An impairment exists if the carrying value of the indefinite-lived intangible asset exceeds its fair value. For the other intangible assets, which are subject to amortization, an impairment is recognized if the carrying amount is not recoverable and exceeds the fair value of the intangible asset. The components of intangible assets were as follows: December 31, 2017 2016 Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount (In thousands) Indefinite-lived intangible asset $45,275 n/a $45,275 $45,275 n/a $45,275 Amortizing intangible asset 84,871 (78,633 ) 6,238 84,871 (75,231 ) 9,640 Total intangible assets $130,146 $(78,633 ) $51,513 $130,146 $(75,231 ) $54,915 We have an indefinite-lived intangible asset related to the 1989 purchase of the right to contract with our sales force. This asset represents the core distribution model of our business, which is our primary competitive advantage to profitably distribute term life insurance and investment and savings products on a significant scale, and as such, is considered to have an indefinite life. This indefinite-lived intangible asset is supported by a significant portion of the discounted cash flows of our future business. We assessed this asset for impairment as of October 1, 2017 and determined that no impairment had occurred. There have been no subsequent events requiring further analysis. We also have an amortizing intangible asset related to a 1995 sales agreement termination payment to Management Financial Services, Inc. This asset is supported by a non-compete agreement with the founder of our business model. We calculate the amortization of this contract buyout on a straight-line basis over 24 years, which represents the life of the non-compete agreement. Intangible asset amortization expense was approximately $3.4 million in 2017, 2016 and 2015. The remaining amortization expense is expected to be approximately $3.4 million in 2018 and $2.8 million in 2019. No events have occurred during 2017, and no factors exist as of December 31, 2017 that would indicate that the net carrying value of our amortizing intangible asset may not be recoverable or will not be used throughout its estimated useful life. Property and Equipment. Property and equipment, which are included in other assets, are stated at cost, less accumulated depreciation. Depreciation is recognized on a straight-line basis over the asset’s estimated useful life, which is estimated as follows: Estimated Useful Life Data processing equipment and software 3 to 7 years Leasehold improvements Lesser of 15 years or remaining life of lease Furniture and other equipment 5 to 15 years Depreciation expense is included in other operating expenses in the accompanying consolidated statements of income. Depreciation expense was $10.1 million, $11.2 million, and $7.6 million for the years ended December 31, 2017, 2016, and 2015, respectively. Property and equipment balances were as follows: December 31, 2017 2016 (In thousands) Data processing equipment and software $60,227 $57,178 Leasehold improvements 14,077 13,718 Other, principally furniture and equipment 24,841 23,571 99,145 94,467 Accumulated depreciation (71,044 ) (67,001 ) Net property and equipment $28,101 $27,466 Separate Accounts. The separate accounts are primarily comprised of contracts issued by the Company through its subsidiary, Primerica Life Canada, pursuant to the Insurance Companies Act (Canada). The Insurance Companies Act authorizes Primerica Life Canada to establish the separate accounts. The separate accounts are represented by individual variable annuity contracts. Purchasers of variable annuity contracts issued by Primerica Life Canada have a direct claim to the benefits of the contract that entitles the holder to units in one or more investment funds (the “Funds”) maintained by Primerica Life Canada. The Funds invest in assets that are held for the benefit of the owners of the contracts. The benefits provided vary in amount depending on the fair value of the Funds’ assets. The Funds’ assets are administered by Primerica Life Canada and are held separate and apart from the general assets of the Company. The liabilities reflect the variable insurance annuity contract holders’ interests in variable annuity assets based upon actual investment performance of the respective 68 Funds. Separate account operating results relating to contract holders’ interests are excluded from our consolidated statements of income. Primerica Life Canada’s contract offerings guarantee the maturity value at the date of maturity (or upon death, whichever occurs first) to be equal to 75% of the sum of all contributions made, net of withdrawals, on a first-in first-out basis. Otherwise, the maturity value or death benefit will be the accumulated value of units allocated to the contract at the specified valuation date. The amount of this value is not guaranteed, but will fluctuate with the fair value of the Funds. Policyholder Liabilities. Future policy benefits are accrued over the current and expected renewal periods of the contracts. Liabilities for future policy benefits on traditional life insurance products have been computed using a net level method, including assumptions as to interest rates, mortality, persistency, and other assumptions based on our experience, modified as necessary to reflect anticipated trends and to include provisions for possible adverse deviation. The underlying mortality tables are the Society of Actuaries (“SOA”) 65-70, SOA 75-80, SOA 85-90, and the 91 Bragg, modified to reflect various underwriting classifications and assumptions. Interest rate reserve assumptions at December 31, 2017 and 2016 ranged from approximately 3.5% to 7.0%. For policies issued in 2010 and after, we have been using an increasing interest rate assumption to reflect the historically low interest rate environment. The liability for policy claims and other benefits payable on traditional life insurance products includes estimated unpaid claims that have been reported to us and claims incurred but not yet reported. The future policy benefit reserves we establish are necessarily based on estimates, assumptions and our analysis of historical experience. We do not modify the assumptions used to establish future policy benefit reserves during the policy term unless recoverability testing deems them to be inadequate and there is no remaining DAC associated with the underlying policies. Our results depend significantly upon the extent to which our actual claims experience is consistent with the assumptions we used in determining our future policy benefit reserves and pricing our products. Our future policy benefit reserve assumptions and estimates require significant judgment and, therefore, are inherently uncertain. We cannot determine with precision the ultimate amounts that we will pay for actual claims or the timing of those payments. Other Policyholders’ Funds . Other policyholders’ funds primarily represent claim payments left on deposit with us. Litigation. The Company is involved from time to time in legal disputes, regulatory inquiries and arbitration proceedings in the normal course of business. Contingent litigation- related losses are recognized when probable and can be reasonably estimated. Legal costs, such as attorneys’ fees and other litigation-related expenses that are incurred in connection with resolving litigation are expensed as incurred. These disputes are subject to uncertainties, including indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation. Due to the difficulty of estimating costs of litigation, actual costs may be substantially higher or lower than any amounts reserved. Income Taxes . We are subject to the income tax laws of the United States, its states, municipalities, and certain unincorporated territories, and those of Canada. These tax laws can be complex and subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. In establishing a provision for income tax expense, we must make judgments and interpretations about the applicability of these tax laws. We also must make estimates about the future impact certain items will have on taxable income in the various tax jurisdictions, both domestic and foreign. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to (i) differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and (ii) operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not applicable to the periods in which we expect the temporary difference will reverse. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”) was enacted in the United States. The Tax Reform Act includes a broad range of changes to federal tax legislation including changes to corporate and personal income tax rates, income tax deductions, and international tax provisions. We recognized the effect of tax law changes included in the Tax Reform Act during the year-ended December 31, 2017, as it is the period that includes the date of enactment. See Note 11 (Income Taxes) for details related to the tax effects recognized in connection with the Tax Reform Act. Premium Revenues . Traditional life insurance products consist principally of those products with fixed and guaranteed premiums and benefits, and are primarily related to term products. Premiums are recognized as revenues when due. Commissions and Fees. We receive commission revenues from the sale of various non-life insurance products. Commissions are generally received on sales of mutual funds and annuities. We also receive trail commission revenues from mutual fund and annuity products based on the net asset value of shares sold by us. We, in turn, pay certain commissions to our sales force. Additionally, we receive marketing and support fees from product originators. We also receive management fees based on the average daily net asset value of managed investments and contracts related to separate account assets issued by Primerica Life Canada. We earn recordkeeping fees for administrative functions that we perform on behalf of several of our mutual fund providers and custodial fees for services performed as a non-bank custodian of our clients’ retirement plan accounts. We, in turn, pay a third-party provider for its servicing of certain of these accounts. Commissions and fees are recognized as income during the period in which they are earned. 69 Benefits and Expenses . Benefit and expense items are charged to income in the period in which they are incurred. Both the change in policyholder liabilities, which is included in benefits and claims, and the amortization of deferred policy acquisition costs will vary with policyholder persistency. Share-Based Transactions. For employee and director share-based compensation awards, we determine a grant date fair value based on the price of our publicly- traded common stock and recognize the related compensation expense, adjusted for actual forfeitures, in the statement of income on a straight-line basis over the requisite service period for the entire award. For non-employee share-based compensation, we recognize the impact during the period of performance, and the fair value of the award is measured as of the date performance is complete, which is the vesting date. To the extent that a share-based award contains sale restrictions extending beyond the vesting date, we reduce the recognized fair value of the award to reflect the corresponding illiquidity discount. Most non-employee share- based compensation is an incremental direct cost of successful acquisitions or renewals of life insurance policies that result directly from and are essential to the policy acquisition(s) and would not have been incurred had the policy acquisition(s) not occurred. We defer these expenses and amortize the impact in the same manner as all other DAC. Earnings Per Share (“EPS”). The Company has outstanding common stock and equity awards that consist of restricted stock units (“RSUs”), performance-based stock units (“PSUs”), and stock options. The RSUs maintain non-forfeitable dividend rights that result in dividend payment obligations on a one-to-one ratio with common shares for any future dividend declarations. Unvested RSUs are deemed participating securities for purposes of calculating EPS as they maintain dividend rights. See Note 13 (Earnings Per Share) for details related to the calculations of our basic and diluted EPS using the two-class method. New Accounting Principles. In March 2016, the FASB issued Accounting Standards Update No 2016-09 Compensation—Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 intends to simplify several aspects of the accounting for share- based payment transactions, including the recognition of income tax consequences of awards, the classification of awards as either equity or liabilities, the method of recognizing award forfeitures, and the presentation of items within the statement of cash flows. The most notable impact on the Company’s financial statements involved the change in accounting for the income tax consequences associated with share-based payment transactions in the income statement. Prior to the adoption of ASU 2016-09, the tax effect of the difference between the cumulative compensation cost of a share-based award recognized for financial reporting purposes and the deduction of the award for tax purposes (“excess tax benefits or deficiencies”) was recognized as an adjustment to additional paid-in capital in the statement of stockholders’ equity. The amendments in ASU 2016-09 require that the excess tax benefits or deficiencies be recognized as a reduction to or an increase of income tax expense in the income statement. We adopted the amendments in ASU 2016-09 pertaining to excess tax benefits or deficiencies in 2017 on a prospective basis, which resulted in a reduction of income tax expense of approximately $6.1 million for the excess tax benefit of share-based transactions for the year ended December 31, 2017. ASU 2016-09 also changes the presentation of excess tax benefits or deficiencies in the cash flow statement from a financing activity to an operating activity. Therefore, we have presented the excess tax benefits or deficiencies as cash flows from operating activities within the accompanying consolidated statements of cash flows for all periods presented. The adoption of all other amendments outlined in ASU 2016-09 had either no impact to our financial statements or an immaterial impact to our financial statements. Future Application of Accounting Standards. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 clarifies the principles for recognizing revenue by establishing the core principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue that is recognized. Insurance contracts are specifically excluded from the scope of ASU 2014-09 and therefore revenue from our insurance product lines will not be affected by the new standard. The amendments in ASU 2014-09, as updated by ASU No. 2015-14, are effective for the Company beginning in fiscal year 2018 and can be adopted either retrospectively or by using the modified retrospective method. We will adopt the amendments in ASU 2014-09 effective January 1, 2018 by using the modified retrospective method. The cumulative effect of adopting ASU 2014-09 will result in an immaterial increase to retained earnings on January 1, 2018. The adjustment to be recognized upon adoption of ASU 2014-09 primarily consists of recognizing the lifetime expected value of renewal commissions we anticipate collecting in future periods for the sale of prepaid legal service subscriptions and the referral of auto and homeowners’ insurance policies in our Corporate and Other Distributed Products segment made prior to December 31, 2017. After the initial product sale or referral, we earn commissions from product providers as clients pay monthly subscription fees for prepaid legal service subscriptions or premiums on auto and homeowners’ insurance policies purchased through our referral channel. We currently recognize commission revenue upon receipt of the commission revenue from the product providers, which is the point in time when revenue becomes fixed and determinable, as the commissions earned are dependent on our clients’ future renewal activity. Subsequent to the adoption of ASU 2014-09, we will recognize commission revenue equal to the expected value of the commissions we will earn over the life of the subscription or the referred policy when that initial subscription sale or policy referral occurs, which coincides with when we satisfy our performance obligation to the product provider. We do not anticipate the adoption of ASU 2014-09 will have a notable impact on our results of operations given the immaterial amount of revenue associated with these product distributions and no significant accounting changes for revenue will be made in any of our other product lines. 70 In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments—Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and F inancial Liabilities (“ASU 2016-01”). ASU 2016-01 intends to enhance the reporting model for financial instruments and addresses certain aspects of recognition, measurement of investments in equity securities and the presentation of certain fair value chan ges for financial liabili ties measured at fair value. ASU 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments. The amendments in ASU 2016-01 are effective for the Company beginning in fiscal year 2018 . The recognition and measurement provisions of ASU 2016-01 will be adopted by means of a cumulative-effect adjustment to the balance sheet as of January 1, 2018 and its primary impact on the Company will be the recognition of all unrealized gains and loss es on available-for-sale equity securities in net income. Currently, all unrealized gains and losses (except for other-than-temporary impairment) on available- for-sale equity securities are recognized in other comprehensive income (loss). The impact of ad opting this standard will result in an immaterial adjustment to retained earnings on January 1, 2018, equal to the value of the net unrealized gains on available-for-sale equity securities as of December 31, 2017 . See Note 4 (Investments) for more details of unrealized gains and losses on available-for-sale equity securities held by the Company as of December 31, 2017. In February 2016, FASB issued Accounting Standards Update No. 2016-02 (“ASU 2016-02”), Leases (ASC 842) that requires lessees to recognize lease assets and lease liabilities on the balance sheet. The amendments in ASU 2016-02 are effective for the Company beginning in fiscal year 2019, with early adoption permitted. The Company intends to adopt the amendments in ASU 2016-02 beginning in the first quarter of 2019. We expect the primary impact will be the recognition of our operating lease obligations and corresponding right to use assets on our balance sheet, which mainly consist of our executive and home office operations and other real estate leases of office space as well as office equipment. We anticipate that the impact of adopting this standard will result in an increase to assets and liabilities that is generally consistent with our remaining lease obligations as listed in Note 16 “Commitments and Contingent Liabilities” plus any new operating lease commitments agreed to before the effective date. In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (“ASU 2016-13”), Financial Instruments—Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments . ASU 2016-13 introduces new guidance for accounting for credit losses on financial instruments within its scope by replacing the current approach that delays recognition until it is probable a loss has been incurred with a new approach that estimates an allowance for anticipated credit losses on the basis of an entity’s own expectations. The objective of the new approach for estimating credit losses is to require consideration of a broader range of forward-looking information, which is expected to result in earlier recognition of credit losses on financial instruments. AFS debt securities are excluded from the scope of financial instruments that require measurement of credit losses on the basis of a forward-looking expected loss estimate under ASU 2016-13. The incurred probable loss approach for measuring credit losses on AFS debt securities will remain under ASU 2016-13 but will be presented as an allowance rather than as a write-down. Therefore, an entity will be allowed to reverse credit losses previously recorded on AFS debt securities in situations where the estimate of credit losses on those securities has declined. The amendments in ASU 2016-13 also preclude an entity from considering the length of time an AFS debt security has been in an unrealized loss position to avoid recording a credit loss and remove the requirement to consider recoveries or declines in fair value after the balance sheet date. The amendments in ASU 2016-13 are effective for the Company beginning in fiscal year 2020. The Company is currently in the process of evaluating its impact on the Company’s consolidated financial statements. 71 (2) Other Comprehensive Income The components of other comprehensive income (“OCI”), including the income tax expense or benefit allocated to each component, were as follows: Year ended December 31, 2017 2016 2015 (In thousands) Foreign currency translation adjustments: Change in unrealized foreign currency translation gains (losses) before income taxes $17,383 $6,689 $(41,929 ) Income tax expense (benefit) on unrealized foreign currency translation gains (losses) (1) 195 81 (447 ) Change in unrealized foreign currency translation gains (losses), net of income taxes $17,188 $6,608 $(41,482 ) Unrealized gain (losses) on available-for-sale securities: Change in unrealized holding gains (losses) arising during period before income taxes $(3,950 ) $20,500 $(65,920 ) Income tax expense (benefit) on unrealized holding gains (losses) arising during period (1) (1,765 ) 7,174 (23,074 ) Change in unrealized holding gains (losses) on available-for-sale securities arising during period, net of income taxes (2,185 ) 13,326 (42,846 ) Reclassification from accumulated OCI to net income for (gains) losses realized on available-for-sale securities $(1,589 ) $(3,955 ) $1,596 Income tax (expense) benefit on (gains) losses reclassified from accumulated OCI to net income (1) (556 ) (1,384 ) 560 Reclassification from accumulated OCI to net income for (gains) losses realized on available-for-sale securities, net of income taxes (1,033 ) (2,571 ) 1,036 Change in unrealized gains (losses) on available-for-sale securities, net of income taxes and reclassification adjustment $(3,218 ) $10,755 $(41,810 ) (1) Effect of U.S. statutory rate reduction enacted by the Tax Reform Act in 2017 is not recognized in OCI, rather it is recognized in the statements of income in accordance with U.S. GAAP. Refer to Note 11 (Income Taxes) for more information. (3) Segment and Geographical Information Segments. We have two primary operating segments — Term Life Insurance and Investment and Savings Products. The Term Life Insurance segment includes underwriting profits on our in-force book of term life insurance policies, net of reinsurance, which are underwritten by our life insurance company subsidiaries. The Investment and Savings Products segment includes retail and managed mutual funds and annuities distributed through licensed broker-dealer subsidiaries and includes segregated funds, an individual annuity savings product that we underwrite in Canada through Primerica Life Canada. In the United States, we distribute mutual fund and annuity products of several third-party companies. We also earn fees for account servicing on a subset of the mutual funds we distribute. In Canada, we offer a Primerica-branded fund-of-funds mutual fund product, as well as mutual funds of well-known mutual fund companies. These two operating segments are managed separately because their products serve different needs — term life insurance income protection versus wealth-building savings products. We also have a Corporate and Other Distributed Products segment, which consists primarily of revenues and expenses related to several discontinued lines of insurance other than our core term life insurance products and the distribution of various other financial products generally underwritten or offered by third-party providers. All of the Company’s net investment income, except for the portion allocated to the Term Life Insurance segment that represents the assumed interest accreted to its U.S. GAAP-measured future policy benefit reserve liability less DAC, is attributed to the Corporate and Other Distributed Products segment. In addition, interest expense incurred by the Company as well as realized gains and losses on our invested asset portfolio are entirely attributed to the Corporate and Other Distributed Products segment. 72 Notable information included in profit or l oss by segment was as follows: Year ended December 31, 2017 2016 2015 (In thousands) Revenues: Term life insurance segment $992,224 $866,382 $763,958 Investment and savings products segment 572,747 524,621 521,336 Corporate and other distributed products segment 124,131 128,081 118,905 Total revenues $1,689,102 $1,519,084 $1,404,199 Net investment income: Term life insurance segment $9,931 $7,634 $5,987 Investment and savings products segment - - - Corporate and other distributed products segment 69,086 71,391 70,522 Total net investment income $79,017 $79,025 $76,509 Amortization of DAC: Term life insurance segment $201,751 $172,812 $147,980 Investment and savings products segment 6,168 6,148 7,952 Corporate and other distributed products segment 1,480 1,622 1,795 Total amortization of DAC $209,399 $180,582 $157,727 Non-cash share-based compensation expense: Term life insurance segment $2,662 $2,652 $5,392 Investment and savings products segment 2,208 2,179 2,228 Corporate and other distributed products segment 10,397 8,611 7,328 Total non-cash share-based compensation expense $15,267 $13,442 $14,948 Income (loss) before income taxes: Term life insurance segment $245,657 $213,361 $173,209 Investment and savings products segment 162,836 144,356 146,083 Corporate and other distributed products segment (28,973 ) (20,122 ) (28,311 ) Total income before income taxes $379,520 $337,595 $290,981 Insurance expenses and other operating expenses directly attributable to the Term Life Insurance and the Investment and Savings Products segments are recorded directly to the applicable segment. We allocate certain other revenue and operating expenses that are not directly attributable to a specific operating segment based on the relative sizes of our life-licensed and securities-licensed independent sales forces. These allocated items include fees charged for access to our proprietary sales force support system and costs incurred for field technology, supervision, training and certain miscellaneous costs. We also allocate certain technology and occupancy costs to our operating segments based on estimated usage. Any remaining unallocated revenue and expense items, as well as realized investment gains and losses, are reported in the Corporate and Other Distributed Products segment. We measure income and loss for the segments on an income before income taxes basis. Total assets by segment were as follows: December 31, 2017 December 31, 2016 December 31, 2015 (In thousands) Assets: Term life insurance segment $6,205,837 $5,945,502 $5,638,682 Investment and savings products segment (1) 2,684,717 2,391,512 2,157,548 Corporate and other distributed products segment 3,570,149 3,101,929 2,814,553 Total assets $12,460,703 $11,438,943 $10,610,783 (1) The Investment and Savings Products segment includes assets held in separate accounts. Excluding separate accounts, the Investment and Savings Products segment assets were approximately $112.0 million, $103.7 million, and $93.8 million as of December 31, 2017, 2016, and 2015, respectively. Assets specifically related to a segment are held in that segment. All invested assets held by the Company, including the deposit asset recognized in connection with our 10% coinsurance agreement (the “10% Coinsurance Agreement”) and the held-to-maturity security received in connection with the Vidalia Re Coinsurance Agreement, are reported as assets of the Corporate and Other Distributed Products segment. DAC is recognized in a particular segment based on the product to which it relates. Separate account assets supporting the segregated funds product in Canada are held in the Investment and Savings Products segment. Any remaining unallocated assets are reported in the Corporate and Other Distributed Products segment. 73 Geographical Information. Results of con tinuing operations by country and long-lived assets — primarily tangible assets reported in other assets in our consolidated balance sheets —were as follows: Year ended December 31, 2017 2016 2015 (In thousands) Revenues by country: United States $1,419,658 $1,281,580 $1,172,508 Canada 269,444 237,504 231,691 Total revenues $1,689,102 $1,519,084 $1,404,199 Income before income taxes by country: United States $299,764 $269,791 $225,920 Canada 79,756 67,804 65,061 Total income before income taxes $379,520 $337,595 $290,981 December 31, 2017 December 31, 2016 December 31, 2015 (In thousands) Long-lived assets by country: United States $27,443 $26,685 $28,621 Canada 656 780 787 Total long-lived assets $28,099 $27,465 $29,408 (4) Investments AFS Securities. The period-end cost or amortized cost, gross unrealized gains and losses, and fair value of AFS fixed-maturity and equity securities were as follows: December 31, 2017 Cost or amortized cost Gross unrealized gains Gross unrealized losses Fair value (In thousands) Securities available-for-sale, carried at fair value: Fixed-maturity securities: U.S. government and agencies $11,577 $283 $(47 ) $11,813 Foreign government 139,486 5,651 (648 ) 144,489 States and political subdivisions 54,714 1,554 (141 ) 56,127 Corporates 1,337,321 42,616 (3,655 ) 1,376,282 Residential mortgage-backed securities 119,672 3,583 (297 ) 122,958 Commercial mortgage-backed securities 134,003 2,299 (910 ) 135,392 Other asset-backed securities 80,553 452 (224 ) 80,781 Total fixed-maturity securities (1) 1,877,326 56,438 (5,922 ) 1,927,842 Equity securities 31,331 9,796 (20 ) 41,107 Total fixed-maturity and equity securities $1,908,657 $66,234 $(5,942 ) $1,968,949 (1) Includes approximately $0.2 million of OTTI losses related to corporates and mortgage- and asset-backed securities recognized in accumulated other comprehensive income. December 31, 2016 Cost or amortized cost Gross unrealized gains Gross unrealized losses Fair value (In thousands) Securities available-for-sale, carried at fair value: Fixed-maturity securities: U.S. government and agencies $10,148 $350 $(24 ) $10,474 Foreign government 124,274 5,719 (687 ) 129,306 States and political subdivisions 43,950 1,903 (129 ) 45,724 Corporates 1,281,630 49,272 (5,529 ) 1,325,373 Residential mortgage-backed securities 94,708 4,963 (120 ) 99,551 Commercial mortgage-backed securities 107,201 2,712 (470 ) 109,443 Other asset-backed securities 72,772 98 (303 ) 72,567 Total fixed-maturity securities (1) 1,734,683 65,017 (7,262 ) 1,792,438 Equity securities 36,818 8,589 (513 ) 44,894 Total fixed-maturity and equity securities $1,771,501 $73,606 $(7,775 ) $1,837,332 (1) Includes approximately $0.1 million of OTTI losses related to corporates and mortgage- and asset-backed securities recognized in accumulated other comprehensive income. 74 All of our AFS mortgage- and asset-backed securities represent variable interests in variable interest entities (“VIEs”). We are not the primary beneficiary of these VIEs because we do not have the power to direct the activities that most significantly impact the entities’ economic performance. The maximum exposure to loss as a result of our involvement in these VIEs equals the carrying value of the securities. The scheduled maturity distribution of the AFS fixed-maturity portfolio at December 31, 2017 was as follows: Amortized cost Fair value (In thousands) Due in one year or less $145,260 $147,078 Due after one year through five years 808,100 831,979 Due after five years through 10 years 537,979 552,982 Due after 10 years 51,759 56,672 1,543,098 1,588,711 Mortgage- and asset-backed securities 334,228 339,131 Total fixed-maturity securities $1,877,326 $1,927,842 Expected maturities may differ from scheduled contractual maturities because issuers of securities may have the right to call or prepay obligations with or without call or prepayment penalties. Unrealized Gains and Losses on Investments. The net effect on stockholders’ equity of unrealized gains and losses on AFS securities was as follows: December 31, 2017 December 31, 2016 (In thousands) Net unrealized investment gains including OTTI: Fixed-maturity and equity securities $60,292 $65,831 OTTI 174 95 Net unrealized investment gains excluding OTTI 60,466 65,926 Deferred income taxes (20,780 ) (23,074 ) Net unrealized investment gains excluding OTTI, net of tax $39,686 $42,852 Trading Securities. The costs and fair values of the fixed-maturity and equity securities classified as trading securities were as follows: December 31, 2017 December 31, 2016 Cost Fair value Cost Fair value (In thousands) Fixed-maturity securities $4,801 $4,800 $7,332 $7,332 Equity securities 1,371 1,428 50 51 Total fixed-maturity and equity securities $6,172 $6,228 $7,382 $7,383 Held-to-maturity Security. Concurrent with the execution of the Vidalia Re Coinsurance Agreement, Vidalia Re entered into a Surplus Note Purchase Agreement (the “Surplus Note Purchase Agreement”) with Hannover Life Reassurance Company of America and certain of its affiliates (collectively, “Hannover Re”) and a newly formed limited liability company (the “LLC”) owned by a third- party service provider. Under the Surplus Note Purchase Agreement, Vidalia Re issued a surplus note (the “Surplus Note”) to the LLC in exchange for a credit enhanced note from the LLC with an equal principal amount (the “LLC Note”). The principal amount of both the LLC Note and the Surplus Note will fluctuate over time to coincide with the amount of reserves contractually supported under the Vidalia Re Coinsurance Agreement. Both the LLC Note and the Surplus Note mature on December 31, 2030 and bear interest at an annual interest rate of 4.50%. The LLC Note is guaranteed by Hannover Re through a credit enhancement feature in exchange for a fee, which is reflected in interest expense on our consolidated statements of income. The LLC is a VIE as its owner does not have an equity investment at risk that is sufficient to permit the LLC to finance its activities without Vidalia Re or Hannover Re. The Parent Company, Primerica Life, and Vidalia Re share the power to direct the activities of the LLC with Hannover Re, but do not have the obligation to absorb losses or the right to receive any residual returns related to the LLC’s primary risks or sources of variability. Through the credit enhancement feature, Hannover Re is the ultimate risk taker in this transaction and bears the obligation to absorb the LLC’s losses in the event of a Surplus Note default in exchange for the fee. Accordingly, the Company is not the primary beneficiary of the LLC and does not consolidate the LLC within its consolidated financial statements. The LLC Note is classified as a held-to-maturity debt security in the Company’s invested asset portfolio as we have the positive intent and ability to hold the security until maturity. As of December 31, 2017, the LLC Note, which was rated A+ by Fitch Ratings, had an estimated unrealized holding gain of approximately $42.3 million based on its amortized cost and estimated fair value, which is derived using the valuation techniques described in Note 5 (Fair Value of Financial Instruments). See Note 10 (Debt) for more information on the Surplus Note. 75 Investments on Deposit with Governmental Authorities. As required by law, we have investments on deposit wit h governmental authorities and banks for the protection of policyholders. The fair values of investments on deposit were approximately $11.1 million and $18.2 million as of December 31, 2017 and 2016, respectively. Securities Lending Transactions. We participate in securities lending transactions with broker-dealers and other financial institutions to increase investment income with minimal risk. We require minimum collateral on securities loaned equal to 102% of the fair value of the loaned securities. We accept collateral in the form of securities, which we are not able to sell or encumber, and to the extent the collateral declines in value below 100%, we require additional collateral from the borrower. Any securities collateral received is not reflected on our consolidated balance sheets. We also accept collateral in the form of cash, all of which we reinvest. For loans involving unrestricted cash collateral, the collateral is reported as an asset with a corresponding liability representing our obligation to return the collateral. We continue to carry the loaned securities as invested assets on our consolidated balance sheets during the terms of the loans, and we do not report them as sales. Cash collateral received and reinvested was approximately $89.8 million and $73.6 million as of December 31, 2017 and 2016, respectively. Investment Income. The components of net investment income were as follows: Year ended December 31, 2017 2016 2015 (In thousands) Fixed-maturity securities (available-for-sale) $76,877 $74,673 $77,271 Fixed-maturity security (held-to-maturity) 26,865 18,880 13,048 Equity securities 2,095 2,053 2,059 Policy loans and other invested assets 1,413 1,340 1,368 Cash and cash equivalents 1,123 632 228 Total return on deposit asset underlying 10% coinsurance agreement 2,970 5,212 482 Gross investment income 111,343 102,790 94,456 Investment expenses (5,461 ) (4,885 ) (4,899 ) Investment income net of investment expenses 105,882 97,905 89,557 Interest expense on surplus note (26,865 ) (18,880 ) (13,048 ) Net investment income $79,017 $79,025 $76,509 The components of net realized investment gains (losses), as well as details on gross realized investment gains and (losses) and proceeds from sales or other redemptions were as follows: Year ended December 31, 2017 2016 2015 (In thousands) Net realized investment gains (losses): Gross gains from sales $3,249 $8,126 $5,762 Gross losses from sales (107 ) (751 ) (465 ) OTTI losses (1,553 ) (3,420 ) (6,893 ) Gains (losses) from bifurcated options (250 ) 133 (142 ) Net realized investment gains (losses) $1,339 $4,088 $(1,738 ) OTTI. We conduct a review each quarter to identify and evaluate impaired investments that have indications of possible OTTI. An investment in a debt or equity security is impaired if its fair value falls below its cost. Factors considered in determining whether an impairment is temporary include the length of time and extent to which fair value has been below cost, the financial condition and near-term prospects for the issue, and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery, which may be maturity for fixed-maturity securities or within a reasonable period of time for equity securities. Our review for OTTI generally entails: •Analysis of individual investments that have fair values less than a pre-defined percentage of amortized cost, including consideration of the length of time the investment has been in an unrealized loss position; •Analysis of corporate fixed-maturity securities by reviewing the issuer’s most recent performance to date, including analyst reviews, analyst outlooks and rating agency information; •Analysis of commercial mortgage-backed securities based on an assessment of performance to date, credit enhancement, risk analytics and outlook, underlying collateral, loss projections, rating agency information and available third-party reviews and analytics; •Analysis of residential mortgage-backed securities based on loss projections provided by models compared to current credit enhancement levels; •Analysis of our other fixed-maturity and equity security investments, as required based on the type of investment; and •Analysis of downward credit migrations that occurred during the quarter. AFS fixed-maturity and equity securities with a cost basis in excess of their fair values were approximately $529.2 million and $450.9 million as of December 31, 2017 and 2016, respectively. 76 The following tables summarize, for all AFS securities in an unrealized loss position, the aggregate fair value and the gross unrealized loss by length of time such securities have continuously been in an unrealized loss position: December 31, 2017 Less than 12 months 12 months or longer Fair value Unrealized losses Number of securities Fair value Unrealized losses Number of securities (Dollars in thousands) Fixed-maturity securities: U.S. government and agencies $4,754 $(34 ) 5 $2,975 $(13 ) 3 Foreign government 40,287 (465 ) 45 7,102 (183 ) 7 States and political subdivisions 7,369 (43 ) 7 6,267 (98 ) 7 Corporates 247,613 (2,323 ) 216 39,767 (1,332 ) 43 Residential mortgage-backed securities 33,610 (263 ) 16 2,592 (34 ) 8 Commercial mortgage-backed securities 60,116 (394 ) 52 22,149 (516 ) 25 Other asset-backed securities 32,605 (121 ) 33 14,819 (103 ) 19 Total fixed-maturity securities 426,354 (3,643 ) 95,671 (2,279 ) Equity securities 1,076 (16 ) 4 170 (4 ) 2 Total fixed-maturity and equity securities $427,430 $(3,659 ) $95,841 $(2,283 ) December 31, 2016 Less than 12 months 12 months or longer Fair value Unrealized losses Number of securities Fair value Unrealized losses Number of securities (Dollars in thousands) Fixed-maturity securities: U.S. government and agencies $3,668 $(24 ) 4 $- $- - Foreign government 34,538 (526 ) 36 3,048 (161 ) 3 States and political subdivisions 8,902 (129 ) 12 - - - Corporates 232,070 (3,484 ) 225 45,471 (2,045 ) 51 Residential mortgage-backed securities 15,232 (92 ) 9 3,606 (28 ) 9 Commercial mortgage-backed securities 33,335 (423 ) 33 7,663 (47 ) 11 Other asset-backed securities 48,275 (260 ) 45 1,315 (43 ) 3 Total fixed-maturity securities 376,020 (4,938 ) 61,103 (2,324 ) Equity securities 4,179 (269 ) 12 1,852 (244 ) 8 Total fixed-maturity and equity securities $380,199 $(5,207 ) $62,955 $(2,568 ) The amortized cost and fair value of AFS fixed-maturity securities in default were as follows: December 31, 2017 December 31, 2016 Amortized cost Fair value Amortized cost Fair value (In thousands) Fixed-maturity securities in default $503 $654 $5 $125 OTTI recognized in earnings on AFS securities were as follows: Year ended December 31, 2017 2016 2015 (In thousands) OTTI on fixed-maturity securities not in default $1,001 $3,257 $5,108 OTTI on fixed-maturity securities in default 267 121 29 OTTI on equity securities 285 42 1,756 Total OTTI recognized in earnings $1,553 $3,420 $6,893 The securities noted above were considered to be other-than-temporarily impaired due to our intent to sell them; adverse credit events, such as news of an impending filing for bankruptcy; analyses of the issuer’s most recent financial statements or other information in which liquidity deficiencies, significant losses and large declines in capitalization were evident; or analyses of rating agency information for issuances with severe ratings downgrades that indicated a significant increase in the possibility of default. We also recognized OTTI related to invested assets held at the Parent Company that we intended to sell to fund share repurchases, as well as impairments on equity securities where we do not expect to recover its cost basis. As of December 31, 2017, the unrealized losses on our AFS invested asset portfolio were largely caused by interest rate sensitivity and changes in credit spreads. We believe that fluctuations caused by movement in interest rates and credit spreads have little bearing on the recoverability of our investments. We do not consider these investments to be other-than-temporarily impaired because we have the ability to hold these investments until maturity or a market price recovery, and we have no present intention to dispose of them. 77 OTTI recognized in earnings for AFS securities were as follows: Year ended December 31, 2017 2016 2015 (In thousands) Total OTTI related to securities which the Company does not intend to sell or more-likely-than-not will not be required to sell: Total OTTI losses recognized $1,476 $1,486 $706 Less portion of OTTI recognized in accumulated other comprehensive income (loss) 147 - - OTTI recognized in earnings for securities which the Company does not intend to sell or more-likely than-not will not be required to sell 1,329 1,486 706 OTTI recognized in earnings for securities which the Company intends to sell or more-likely-than-not will be required to sell before recovery 224 1,934 6,187 OTTI recognized in earnings $1,553 $3,420 $6,893 The rollforward of the OTTI recognized in net income for all fixed-maturity securities still held was as follows: Year ended December 31, 2017 2016 (In thousands) Cumulative OTTI recognized in net income for securities still held, beginning of period $5,774 $11,856 Additions for securities where no OTTI were recognized prior to the beginning of the period 351 1,694 Additions for securities where OTTI have been recognized prior to the beginning of the period 917 1,684 Reductions due to sales, maturities, calls, amortization or increases in cash flows expected to be collected over the remaining life of credit impaired securities (1,513 ) (7,114 ) Reductions for exchanges of securities previously impaired (1,183 ) (2,346 ) Cumulative OTTI recognized in net income for securities still held, end of period $4,346 $5,774 As of December 31, 2017, no OTTI have been recognized on the LLC Note held-to-maturity security. Derivatives. Embedded conversion options associated with fixed-maturity securities are bifurcated from the fixed-maturity security host contracts and separately recognized as equity securities. The change in fair value of these bifurcated conversion options is reflected in realized investment gains (losses), including OTTI losses. As of December 31, 2017 and 2016, the fair value of these bifurcated options was approximately $0.9 million and $4.3 million, respectively. We have a deferred loss related to closed forward contracts, which were settled several years ago, that were used to mitigate our exposure to foreign currency exchange rates that resulted from the net investment in our Canadian operations. The amount of deferred loss included in accumulated other comprehensive income was approximately $26.4 million as of December 31, 2017 and 2016. These deferred losses will not be recognized until such time as we sell or substantially liquidate our Canadian operations, although we have no such intention. (5) Fair Value of Financial Instruments Fair value is the price that would be received upon the sale of an asset in an orderly transaction between market participants at the measurement date. Fair value measurements are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. We classify and disclose all invested assets carried at fair value in one of the following three categories: •Level 1. Quoted prices for identical instruments in active markets. Level 1 primarily consists of financial instruments whose value is based on quoted market prices in active markets, such as exchange-traded common stocks and actively traded mutual fund investments; 78 •Level 2. Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model- derived valuations in which all significant inputs are observable in active markets. Level 2 includes those financial instruments that are valued using industry-standard pricing methodologies, models or other valuation methodologies. Various inputs are considered in deriving the fair value of the un derlying financial instrument, including interest rate and yield curves, credit spread, and foreign exchange rates. All significant inputs are observable, or derived from observable information in the marketplace or are supported by observable levels at wh ich transactions are executed in the marketplace. Financial instruments in this category primarily include: certain public and private corporate fixed-maturity and equity securities; government or agency securities; certain mortgage- and asset-backed secur ities and bifurcated conversion options; and •Level 3. Valuations derived from valuation techniques in which one or more significant inputs are unobservable. Level 3 consists of financial instruments whose fair value is estimated based on industry-standard pricing methodologies and models using significant inputs not based on, nor corroborated by, readily available market information. Valuations for this category primarily consist of non-binding broker quotes. Financial instruments in this category primarily include less liquid mortgage- and asset-backed securities. As of each reporting period, all assets and liabilities recorded at fair value are classified in their entirety based on the lowest level of input (Level 3 being the lowest) that is significant to the fair value measurement. Significant levels of estimation and judgment are required to determine the fair value of certain of our investments. The factors influencing these estimations and judgments are subject to change in subsequent reporting periods. The estimated fair value and hierarchy classifications for assets and liabilities that are measured at fair value on a recurring basis were as follows: December 31, 2017 Level 1 Level 2 Level 3 Total (In thousands) Fair value assets: Available-for-sale fixed-maturity securities: U.S. government and agencies $- $11,813 $- $11,813 Foreign government - 144,489 - 144,489 States and political subdivisions - 56,127 - 56,127 Corporates 3,240 1,373,039 3 1,376,282 Residential mortgage-backed securities - 122,544 414 122,958 Commercial mortgage-backed securities - 135,392 - 135,392 Other asset-backed securities - 80,781 - 80,781 Total available-for-sale fixed-maturity securities 3,240 1,924,185 417 1,927,842 Available-for-sale equity securities 39,026 1,931 150 41,107 Trading securities 1,428 4,800 - 6,228 Separate accounts - 2,572,872 - 2,572,872 Total fair value assets $43,694 $4,503,788 $567 $4,548,049 Fair value liabilities: Separate accounts $- $2,572,872 $- $2,572,872 Total fair value liabilities $- $2,572,872 $- $2,572,872 December 31, 2016 Level 1 Level 2 Level 3 Total (In thousands) Fair value assets: Available-for-sale fixed-maturity securities: U.S. government and agencies $- $10,474 $- $10,474 Foreign government - 129,306 - 129,306 States and political subdivisions - 45,724 - 45,724 Corporates 3,113 1,322,257 3 1,325,373 Residential mortgage-backed securities - 98,966 585 99,551 Commercial mortgage-backed securities - 109,443 - 109,443 Other asset-backed securities - 65,075 7,492 72,567 Total available-for-sale fixed-maturity securities 3,113 1,781,245 8,080 1,792,438 Available-for-sale equity securities 39,556 5,256 82 44,894 Trading securities 51 7,332 - 7,383 Separate accounts - 2,287,953 - 2,287,953 Total fair value assets $42,720 $4,081,786 $8,162 $4,132,668 Fair value liabilities: Separate accounts $- $2,287,953 $- $2,287,953 Total fair value liabilities $- $2,287,953 $- $2,287,953 79 In assessing fair value of our investments, we use a third-party pricing service for approximately 94% of our securities that are measured at fair value on a recur ring basis. The remaining securities are primarily thinly traded securities, such as private placements, and are valued using models based on observable inputs on public corporate spreads having similar characteristics (e.g., sector, average life and quali ty rating) and liquidity and yield based on quality rating, average life and treasury yields. All observable data inputs are corroborated by independent third-party data. In the absence of sufficient observable inputs, we utilize non-binding broker quotes, which are reflected in our Level 3 classification as we are unable to evaluate the valuation technique(s) or significant inputs used to develop the quotes. Therefore, we do not internally develop the quantitative unobservable inputs used in measuring the fair value of Level 3 investments. However, we do corroborate pricing information provided by our third-party pricing servicing by performing a review of selected securities. Our review activities include obtaining detailed information about the assumption s, inputs and methodologies used in pricing the security; documenting this information; and corroborating it by comparison to independently obtained prices and or independently developed pricing methodologies. Furthermore, we perform internal reasonableness assessments on fair value determinations within our portfolio throughout the quarter and at quarter-end, including pricing variance analyses and comparisons to alternative pricing sources and benchmark returns. If a fair value appears unusual relative to these assessments, we will re-examine the inputs and may challenge a fair value assessment made by the pricing service. If there is a known pricing error, we will request a reassessment by the pricing service. If the pricing service is unable to perform the reassessment on a timely basis, we will determine the appropriate price by requesting a reassessment from an alternative pricing service or other qualified source as necessary. We do not adjust quotes or prices except in a rare circumstance to resolve a known error. Because many fixed-maturity securities do not trade on a daily basis, third-party pricing services generally determine fair value using industry-standard methodologies, which vary by asset class. For corporates, governments, and agency securities, these methodologies include developing prices by incorporating available market information such as U.S. Treasury curves, benchmarking of similar securities including new issues, sector groupings, quotes from market participants and matrix pricing. Observable information is compiled and integrates relevant credit information, perceived market movements and sector news. Additionally, security prices are periodically back-tested to validate and/or refine models as conditions warrant. Market indicators and industry and economic events are also monitored as triggers to obtain additional data. For certain structured securities (such as mortgage-and asset-backed securities) with limited trading activity, third-party pricing services generally use industry-standard pricing methodologies that incorporate market information, such as index prices or discounting expected future cash flows based on underlying collateral, and quotes from market participants, to estimate fair value. If these measures are not deemed observable for a particular security, the security will be classified as Level 3 in the fair value hierarchy. Where specific market information is unavailable for certain securities, pricing models produce estimates of fair value primarily using Level 2 inputs along with certain Level 3 inputs. These models include matrix pricing. The pricing matrix uses current treasury rates and credit spreads received from third-party sources to estimate fair value. The credit spreads incorporate the issuer’s industry- or issuer-specific credit characteristics and the security’s time to maturity, if warranted. Remaining unpriced securities are valued using an estimate of fair value based on indicative market prices that include significant unobservable inputs not based on, nor corroborated by, market information, including the utilization of non-binding broker quotes. The roll-forward of the Level 3 assets measured at fair value on a recurring basis was as follows: Year ended December 31, 2017 2016 (In thousands) Level 3 assets, beginning of period $8,162 $783 Net unrealized gains (losses) included in other comprehensive income 232 (23 ) Realized gains (losses) and accretion (amortization) recognized in earnings, including OTTI 26 7 Purchases - 7,556 Settlements (958 ) (162 ) Transfers into Level 3 - 1 Transfers out of Level 3 (1) (6,895 ) - Level 3 assets, end of period $567 $8,162 (1)During the year ended December 31, 2017, transfers out of Level 3 assets primarily consisted of newly issued fixed-maturity securities purchased in the fourth quarter of 2016 for which observable inputs, most notably quoted prices, used to derive valuations were not yet readily available. We obtain independent pricing quotes based on observable inputs as of the end of the reporting period for all securities in Level 2. Those inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, market bids/offers, quoted prices for similar instruments in markets that are not active, and other relevant data. We monitor these inputs for market indicators, industry and economic events. We recognize transfers into new levels and out of previous levels as of the end of the reporting period, including interim reporting periods, as applicable. There were no material transfers between Level 1 and Level 2 or between Level 1 and Level 3 during the years ended December 31, 2017 and 2016. 80 Invested assets included in the transfer from Level 3 to Level 2 primarily were fixed-maturity investments for which we were able to obtain independent pricing quotes based on observable inputs. The carrying values and estimated fair values of our financial instruments were as follows: December 31, 2017 December 31, 2016 Carrying value Estimated fair value Carrying value Estimated fair value (In thousands) Assets: Fixed-maturity securities (available-for-sale) $1,927,842 $1,927,842 $1,792,438 $1,792,438 Fixed-maturity securities (held-to-maturity) 737,150 779,472 503,230 513,015 Equity securities (available-for-sale) 41,107 41,107 44,894 44,894 Trading securities 6,228 6,228 7,383 7,383 Policy loans 32,816 32,816 30,916 30,916 Deposit asset underlying 10% coinsurance agreement 217,336 217,336 202,435 202,435 Separate accounts 2,572,872 2,572,872 2,287,953 2,287,953 Liabilities: Notes payable (1) $373,288 $400,628 $372,919 $401,340 Surplus note (1) 736,381 778,050 502,491 512,669 Separate accounts 2,572,872 2,572,872 2,287,953 2,287,953 (1)Carrying value amounts shown are net of issuance costs. The fair values of financial instruments presented above are estimates of the fair values at a specific point in time using various sources and methods, including market quotations and a complex matrix system that takes into account issuer sector, quality, and spreads in the current marketplace. Recurring fair value measurements. Estimated fair values of investments in AFS fixed-maturity securities are principally a function of current spreads and interest rates that are corroborated by independent third-party data. Therefore, the fair values presented are indicative of amounts we could realize or settle at the respective balance sheet date. We do not necessarily intend to dispose of or liquidate such instruments prior to maturity. Trading securities, which primarily consist of fixed- maturity securities, are carried at fair value. Equity securities, including common and nonredeemable preferred stocks, are carried at fair value. Segregated funds in separate accounts are carried at the underlying value of the variable insurance contracts, which is fair value. Nonrecurring fair value measurements. The estimated fair value of the held-to-maturity fixed-maturity security, which is classified as a Level 3 fair value measurement, is derived using the credit spread on similarly rated debt securities and the hypothetical spread of the security’s credit enhancement feature. Policy loans, which are categorized as Level 3 fair value measurements, are carried at the unpaid principal balances. The fair value of policy loans approximate the unpaid principal balances as the timing of repayment is uncertain and the loans are collateralized by the amount of the policy. The deposit asset underlying 10% coinsurance agreement represents the value of the assets necessary to back the economic reserves held in support of the reinsurance agreement. The carrying value of this deposit asset approximates fair value, which is categorized as Level 3 in the fair value hierarchy. Notes payable represent our publicly-traded senior notes and are valued as a Level 2 fair value measurement using the quoted market price for our notes. The estimated fair value of the Surplus Note is derived by using an assumed credit spread we would expect if Vidalia Re was a credit-rated entity and the hypothetical spread of the Surplus Note’s subordinated structure. The Surplus Note is classified as a Level 3 fair value measurement. The carrying amounts for cash and cash equivalents, receivables, accrued investment income, accounts payable, cash collateral and payables for security transactions approximate their fair values due to the short-term nature of these instruments. Consequently, such financial instruments are not included in the above table. (6) Reinsurance We use reinsurance extensively, which has a significant effect on our results of operations. Reinsurance arrangements do not relieve us of our primary obligation to the policyholder. Our reinsurance contracts typically do not have a fixed term. In general, the reinsurers’ ability to terminate coverage for existing cessions is limited to such circumstances as material breach of contract or nonpayment of premiums by the ceding company. Our reinsurance contracts generally contain provisions intended to provide the ceding company with the ability to cede future business on a basis consistent with historical terms. However, either party may terminate any of the contracts with respect to the future business upon appropriate notice to the other party. Generally, the reinsurance contracts do not limit the overall amount of the loss that can be incurred by the reinsurer. Our policy is to limit the amount of life insurance retained on the life of any one person to $1 million. To limit our exposure with any one reinsurer, we monitor the concentration of credit risk we have with our reinsurance counterparties, as well as their financial condition. No credit losses related to our reinsurance counterparties have been experienced by the Company during the three-year period ended December 31, 2017. 81 Reinsurance recoverables represents ceded policy reserve balances and ceded claim liabilities. The amo unts of ceded claim liabilities included in reinsurance recoverables that we paid and which are recoverable from those reinsurers were $28.6 million and $30.0 million as of December 31, 2017 and 2016, respectively. Benefits and claims ceded to reinsurers f or 2017, 2016, and 2015 were $1,337.3 million, $1,205.6 million, and $1,178.6 million, respectively. In connection with our corporate reorganization that included an initial public offering (“IPO”) of our common stock by Citigroup, Inc. (“Citigroup”), Primerica Life, Primerica Life Canada and NBLIC entered into significant coinsurance transactions (the “IPO coinsurance agreements”) on March 30, 2010 with three insurance companies then affiliated with Citigroup (collectively, the “IPO coinsurers”). Under the IPO coinsurance agreements, we ceded between 80% and 90% of the risks and rewards of our term life insurance policies in force at year-end 2009. Because these agreements were part of a business reorganization among entities under common control, they did not generate any deferred gain or loss upon their execution. Concurrent with signing these agreements, we transferred the corresponding account balances in respect of the coinsured policies along with the assets to support the statutory liabilities assumed by the IPO coinsurers. Each of the account balances transferred were at book value with no gain or loss recorded in net income. Beginning in 2017, policies reaching the end of their initial term period are no longer ceded under the IPO coinsurance transactions, but the existing YRT reinsurance already in place prior to the IPO will continue. Three of the IPO coinsurance agreements satisfy U.S. GAAP risk transfer rules. Under these agreements, we ceded between 80% and 90% of our term life future policy benefit reserves, and we transferred a corresponding amount of assets to the IPO coinsurers. These transactions did not impact our future policy benefit reserves. As such, we have recorded an asset for the same amount of risk transferred in reinsurance recoverables. We also reduced DAC by a corresponding amount, which reduces future amortization expenses. In addition, we are transferring between 80% and 90% of all future premiums and benefits and claims associated with these policies to the corresponding reinsurance entities. We receive ongoing ceding allowances, which are reflected as a reduction to insurance expenses, to cover policy and claims administration expenses as well as certain corporate overhead charges under each of these reinsurance contracts. The largest of the IPO coinsurance agreements is a coinsurance agreement originally between Primerica Life and Prime Reinsurance Company (“Prime Re”), an affiliate of Citigroup, where we ceded to Prime Re 80% of our U.S. (except New York) term life insurance business in force at year-end 2009 (the “80% U.S. Coinsurance Agreement”). Beginning on January 1, 2016, Pecan Re Inc. (“Pecan Re”), an insurance company owned by Swiss Re Life & Health America Inc. (“Swiss Re”), assumed Prime Re’s obligations under the 80% U.S. Coinsurance Agreement through a novation agreement (the “Swiss Re Novation Agreement”). In addition, the counterparties to the related trust and capital maintenance agreements that provide Primerica Life with statutory reinsurance credit for the 80% U.S. Coinsurance Agreement were replaced by Pecan Re and Swiss Re, respectively. No material terms and conditions of the 80% U.S. Coinsurance Agreement and the related trust and capital maintenance agreements were modified. We have also ceded 80% of our Canadian term life insurance business in force at year-end 2009 in an IPO coinsurance agreement (the “80% Canada Coinsurance Agreement”) originally between Primerica Life Canada and Financial Reassurance Company 2010, Ltd. (“FRAC”). On September 23, 2016, Munich American Reassurance Company acquired FRAC from Citigroup. As part of this transaction, Munich Re of Malta, an insurance company owned by Munich American Reassurance Company, ultimately assumed FRAC’s obligations under the 80% Canada Coinsurance Agreement through a novation agreement (the “Munich Re Novation Agreement”). No material terms and conditions of the 80% Canada Coinsurance Agreement were modified. In a fourth IPO coinsurance agreement, (the “10% Coinsurance Agreement”), we have ceded to Prime Re 10% of our U.S. (except New York) term life insurance business in force at year-end 2009 subject to an experience refund provision. As the 10% Coinsurance Agreement includes an experience refund provision, it does not satisfy U.S. GAAP risk transfer rules. As a result, we have accounted for this contract using deposit method accounting and have recognized a deposit asset in other assets on our consolidated balance sheets for assets backing the economic reserves. The deposit asset held in support of this agreement was $217.3 million and $202.4 million at December 31, 2017 and 2016, respectively. We make contributions to the deposit asset during the life of the agreement to fulfill our responsibility of funding the economic reserve. The market return on the deposit asset is reflected in net investment income during the life of the agreement. Prime Re is responsible for ensuring that there are sufficient assets to meet all statutory requirements. In exchange for our consent to the Swiss Re Novation Agreement discussed above, the finance charge on the statutory reserves in excess of economic reserves funded by Prime Re in support of the 10% Coinsurance Agreement was reduced from 3.0% to 2.0% beginning on July 1, 2015 and then from 2.0% to 0.5% beginning on January 1, 2016. This finance charge is reflected in interest expense in our consolidated statements of income. The following table represents the Company’s in-force life insurance at December 31, 2017 and 2016: December 31, 2017 December 31, 2016 (Dollars in thousands) Direct life insurance in force $767,001,938 $731,822,070 Amounts ceded to other companies (668,446,638 ) (643,364,460 ) Net life insurance in force $98,555,300 $88,457,610 Percentage of reinsured life insurance in force 87 % 88 % 82 Reinsurance recoverables includes ceded reserve balances and ceded claim liabilities. Reinsurance recoverables and financial strength ratings by reinsurer were as follows: December 31, 2017 December 31, 2016 Reinsurance recoverables A.M. Best rating Reinsurance recoverables A.M. Best rating (In thousands) Pecan Re Inc. (1) (2) $2,725,795 NR $2,754,424 NR SCOR Global Life Reinsurance Companies (3) 354,458 A+ 355,759 A Munich Re of Malta (2) (5) 302,391 NR 282,382 NR Swiss Re Life & Health America Inc. (4) 245,543 A+ 249,299 A+ American Health and Life Insurance Company (2) 172,956 B 176,010 B Munich American Reassurance Company 112,841 A+ 106,471 A+ Korean Reinsurance Company 102,915 A 96,921 A RGA Reinsurance Company 90,037 A+ 84,473 A+ Hannover Life Reassurance Company 32,250 A+ 22,929 A+ TOA Reinsurance Company 24,619 A 23,977 A+ All other reinsurers 41,368 - 40,917 - Reinsurance recoverables $4,205,173 $4,193,562 NR – not rated (1) Pecan Re Inc. is a wholly owned subsidiary of Swiss Re Life & Health America Inc. (2)Includes balances ceded under coinsurance transactions of term life insurance policies that were in force as of December 31, 2009. Amounts shown are net of their share of the reinsurance receivable from other reinsurers. (3)Includes amounts ceded to Transamerica Reinsurance Companies and fully retroceded to SCOR Global Life Reinsurance Companies. (4)Includes amounts ceded to Lincoln National Life Insurance and fully retroceded to Swiss Re Life & Health America Inc. (5)This entity, which is rated AA- by S&P, ultimately assumed FRAC's obligations under the 80% Canada Coinsurance Agreement as a result of the Munich Re Novation Agreement. Certain reinsurers with which we do business receive group ratings. Individually, those reinsurers are SCOR Global Life Americas Reinsurance Company, SCOR Global Life U.S.A. Reinsurance Company, SCOR Global Life Re Insurance Company of Delaware, and SCOR Global Life of Canada. The IPO coinsurance agreements include provisions to ensure that Primerica Life, Primerica Life Canada and NBLIC receive full regulatory credit for the reinsurance treaties. Under these agreements, the ceded business can be recaptured with no fee in the event the IPO reinsurers do not comply with the various safeguard provisions in their respective IPO coinsurance agreements. Pecan Re also has entered into a capital maintenance agreement requiring Swiss Re to provide additional funding, if needed, at any point during the term of the agreement up to the maximum as described in the capital maintenance agreement. (7) Deferred Policy Acquisition Costs We defer incremental direct costs of successful contract acquisitions that result directly from and are essential to the contract transaction(s) and that would not have been incurred had the contract transaction(s) not occurred. The amortization of DAC associated with term life insurance policies requires us to make certain assumptions regarding persistency, expenses, interest rates and claims. These assumptions may not be modified, or unlocked, unless recoverability testing deems them to be inadequate. We update assumptions for new business to reflect the most recent experience. For DAC associated with Canadian segregated funds, the assumptions used in determining amortization expense are evaluated regularly and are updated if actual experience or other evidence suggests revisions to earlier estimates are appropriate. DAC amortization for term life insurance policies is affected by differences between the original assumptions used for persistency, expenses, interest rates and claims and actual results and are recognized in the period in which the change occurs. For policies underlying the Canadian segregated funds, gross profits and the resulting DAC amortization will vary with actual fund returns, redemptions and expenses. Due to the inherent uncertainties in making assumptions about future events, materially different experience from expected results could result in a material increase or decrease of DAC amortization in a particular period. In determining DAC amortization expense for term life insurance policies, we use interest rates available at the time a policy is issued. For policies issued in 2010 and after, we have been using an increasing interest rate assumption based on the historically low interest rate environment. Interest rate assumptions at December 31, 2017 and 2016 ranged from 3.5% to 7.0%. DAC is subject to recoverability testing annually and when impairment indicators exist. The recoverability of DAC is dependent on the future profitability of the related policies, which, in turn, is dependent principally upon mortality, persistency, investment returns, and the expense of administering the business, as well as upon certain economic variables, such as inflation. 83 The balances and activity in DAC were as follows: Year ended December 31, 2017 2016 2015 (In thousands) DAC balance, beginning of period $1,713,065 $1,500,259 $1,351,180 Capitalization 433,575 387,396 339,639 Amortization (209,399 ) (180,582 ) (157,727 ) Foreign exchange translation and other 14,651 5,992 (32,833 ) DAC balance, end of period $1,951,892 $1,713,065 $1,500,259 (8) Separate Accounts The Funds primarily consist of a series of branded investment funds known as the Asset Builder Funds, a registered retirement fund known as the Strategic Retirement Income Fund (“SRIF”), and a money market fund known as the Cash Management Fund. The principal investment objective of the Asset Builder Funds is to achieve long-term growth while preserving capital. The principal objective of the SRIF is to provide a stream of investment income during retirement plus the opportunity for modest capital appreciation. The Asset Builder Funds and the SRIF use diversified portfolios of publicly-traded Canadian stocks, investment-grade corporate bonds, Government of Canada bonds, and foreign equity investments to achieve their objectives. The Cash Management Fund invests in government guaranteed short-term bonds and short-term commercial and bank papers, with the principal investment objective being the provision of interest income while maintaining liquidity and preserving capital. Under these contract offerings, benefit payments to contract holders or their designated beneficiaries are only due upon death of the annuitant or upon reaching a specific maturity date. Benefit payments are based on the value of the contract holder’s units in the portfolio at the payment date, but are guaranteed to be no less than 75% of the contract holder’s contribution, adjusted for withdrawals. Account values are not guaranteed for withdrawn units if contract holders make withdrawals prior to the maturity dates. Maturity dates for contracts investing in the Asset Builder Funds and Cash Management Fund vary by contract and range from 10 years from the contract issuance date to December 31, 2070. Contracts investing in the SRIF mature when the policyholder reaches age 100, which is a minimum of 20 years after issue. The SRIF is designed to provide periodic retirement income payments and as such, regular withdrawals, subject to legislated minimums, are anticipated. The cumulative effects of the periodic withdrawals are expected to substantially reduce both account and minimum guaranteed values prior to maturity. Both the asset and the liability for the separate accounts reflect the net value of the underlying assets in the portfolio as of the reporting date. Primerica Life Canada’s exposure to losses under the guarantee at the time of account maturity is limited to contract holder accounts that have declined in value more than 25%, adjusted for withdrawals, since the contribution date prior to maturity. Because maturity dates are of a long-term nature, the likelihood guarantee payments are required at any given point is very small. Additionally, the portfolios consist of a very large number of individual contracts, further spreading the risk related to the guarantee being exercised upon death. The length of the contract terms provides significant opportunity for the underlying portfolios to recover any short-term losses prior to maturities or deaths of the contract holders. Furthermore, the Funds’ investment allocations are aligned with the maturity risks of the related contracts and include investments in Government Strip Bonds and floating-rate notes. We periodically assess the exposure related to these contracts to determine whether any additional liability should be recorded. As of December 31, 2017 and 2016, an additional liability for these contracts was deemed to be unnecessary. The following table represents the fair value of assets supporting separate accounts by major investment category: Year ended December 31, 2017 2016 (In thousands) Fixed-income securities $1,095,968 $999,435 Equity securities 1,431,158 1,264,270 Cash and cash equivalents 47,860 30,064 Due to/from funds (2,220 ) (5,941 ) Other 106 125 Total separate accounts assets $2,572,872 $2,287,953 84 (9) Policy Claims and Other Benefits Payable Changes in policy claims and other benefits payable were as follows: Year ended December 31, 2017 2016 2015 (In thousands) Policy claims and other benefits payable, beginning of period $268,136 $238,157 $245,829 Less reinsured policy claims and other benefits payable 323,195 263,003 264,049 Net balance, beginning of period (55,059 ) (24,846 ) (18,220 ) Incurred related to current year 162,256 143,518 138,139 Incurred related to prior years (1) 2,230 (522 ) 212 Total incurred 164,486 142,996 138,351 Claims paid related to current year, net of reinsured policy claims received (181,670 ) (203,015 ) (167,621 ) Reinsured policy claims received related to prior years, net of claims paid 57,192 29,546 23,661 Total paid (124,478 ) (173,469 ) (143,960 ) Foreign currency translation 315 260 (1,017 ) Net balance, end of period (14,736 ) (55,059 ) (24,846 ) Add reinsured policy claims and other benefits payable 322,137 323,195 263,003 Balance, end of period $307,401 $268,136 $238,157 (1) Includes the difference between our estimate of claims incurred but not yet reported at year end and the actual incurred claims reported after year end. See Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) for details regarding the accounting for policyholder liabilities. (10) Debt Notes Payable. Notes payable consisted of the following: December 31, 2017 December 31, 2016 (Dollars in thousands) 4.75% Senior Notes, due July 15, 2022 $375,000 $375,000 Unamortized issuance discount on notes payable (300 ) (359 ) Total notes payable $374,700 $374,641 At December 31, 2017, we had $375.0 million in principal amount of publicly-traded, senior unsecured notes (the “Senior Notes”). The Senior Notes were issued in 2012 at a price of 99.843% of the principal amount with an annual interest rate of 4.75%, payable semi-annually in arrears on January 15 and July 15, and are scheduled to mature on July 15, 2022. As of December 31, 2017, we were in compliance with the covenants of the Senior Notes. No events of default occurred on the Senior Notes during the year ended December 31, 2017. As unsecured senior obligations, the Senior Notes rank equally in right of payment with all existing and future unsubordinated indebtedness and senior to all existing and future subordinated indebtedness of the Parent Company. The Senior Notes are structurally subordinated in right of payment to all existing and future liabilities of our subsidiaries. In addition, the Senior Notes contain covenants that restrict our ability to, among other things, create or incur any indebtedness that is secured by a lien on the capital stock of certain of our subsidiaries, and merge, consolidate or sell all or substantially all of our properties and assets. Surplus Note. In May 2017, Primerica Life and Vidalia Re amended the Vidalia Re Coinsurance Agreement (the “Expanded Vidalia Re Coinsurance Agreement”) whereby Primerica Life ceded level-premium term life insurance policies issued in 2015 and 2016 to Vidalia Re effective June 30, 2017. The Expanded Vidalia Re Coinsurance Agreement also provides the option for Primerica Life to cede level-premium term life insurance policies issued in 2017 to Vidalia Re at a future date. Concurrent with the execution of the Expanded Vidalia Re Coinsurance Agreement, Vidalia Re entered into an amendment to the Surplus Note Purchase Agreement (the "Expanded Surplus Note Purchase Agreement") with Hannover Re and the LLC. Under the Expanded Surplus Note Purchase Agreement, the capacity of the principal amount of both the Surplus Note and the credit-enhanced LLC Note will be increased over time in accordance with the expanded amount of policy reserves being contractually supported under the Expanded Vidalia Re Coinsurance Agreement. The maturity date of both notes has been extended from December 31, 2029 to December 31, 2030. Based on the estimated reserves for ceded policies issued in 2011 through 2016, the principal amounts of the Surplus Note and the LLC Note are expected to reach approximately $1.3 billion each. The amended financing arrangement remains non-recourse to the Parent Company and Primerica Life, meaning that neither of these companies has guaranteed the Surplus Note or is otherwise liable for reimbursement for any payments triggered by the credit enhancement feature. The Parent Company has agreed to support Vidalia Re’s obligation to pay the credit enhancement fee incurred on the LLC Note. No other material terms or conditions of the original Surplus Note Purchase Agreement were modified under the Expanded Surplus Note Purchase Agreement. As of December 31, 2017, the principal amount outstanding on the Surplus Note issued by Vidalia Re was approximately $737.2 million, which is equal to the principal amount of the LLC Note. See Note 4 (Investments) for more information on the LLC Note. 85 Revolving Credit Facility. On December 19, 2017, w e entered into a new $200.0 million five-year unsecured revolving credit facility ("Revolving Credit Facility") with a syndicate of commercial banks. Amounts outstanding under the Revolving Credit Facility bear interest at a periodic rate equal to LIBOR or the base rate, plus in either case an applicable margin. The Revolving Credit Facility also permits the issuance of letters of credit. The applicable margins are based on our debt rating with such margins for LIBOR rate loans and letters of credit rangin g from 1.125% to 1.625% per annum and for base rate loans ranging from 0.125% to 0.625% per annum. Under the Revolving Credit Facility, we incur a commitment fee that is payable quarterly in arrears and is determined by our debt rating. This commitment fee ranges from 0.125% to 0.225% per annum of the aggregate $200 million commitment of the lenders under the Revolving Credit Facility. As of December 31, 2017, no amounts have been drawn under the Revolving Credit Facility and we were in compliance with its covenants. Furthermore, no events of default have occurred under the Revolving Credit Facility. (11) Income Taxes On December 22, 2017, the Tax Reform Act was enacted in the United States, which includes a broad range of tax reforms affecting businesses, including corporate tax rates, business deductions, and international tax provisions. Under U.S. GAAP, the effects of new legislation are recognized upon enactment, which, for federal legislation, is the date the president signs a bill into law. Accordingly, we have recognized the tax effects of the Tax Reform Act during the year ended December 31, 2017. Amounts recognized as of December 31, 2017 represent reasonable estimates based on obtaining, preparing, and analyzing the information necessary to account for the tax effects of the Tax Reform Act under Accounting Standards Codification Topic 740 (“ASC 740”). However, the breadth and complexity of reforms included in the Tax Reform Act combined with the lack of precedent in its application may result in changes to the tax effects recognized when interpretations of the legislation are finalized, including the Company’s application of any additional guidance that may be issued by U.S. tax authorities. The Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118 which allows companies to recognize provisional amounts for the tax effects resulting from the enactment of the Tax Reform Act for which the accounting under ASC 740 is incomplete but a reasonable estimate can be determined. Adjustments to these provisional amounts, if any, are to be completed within a measurement period not to exceed one year. Specifically, the Company identified the following areas that are incomplete and susceptible to adjustment when the necessary information is available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting: •The Company does not have the information necessary to make a policy election for whether it will account for any taxes, to which it may be subject, in regard to global intangible low-taxed income, as recognized as incurred or recognized as deferred taxes. As such, no tax effects have been recognized as of December 31, 2017 for the global intangible low-taxed income provisions of the Tax Reform Act. •A provisional amount for the mandatory deemed repatriation of Canadian earnings has been recognized as of December 31, 2017. However, the provisional amount could be subject to change upon completion of the Company’s total post-1986 foreign earnings and profits calculation and foreign tax credit determination as of the dates specified in the Tax Reform Act. •A provisional amount has been recognized for the timing difference for the haircut on deductibility of future policy benefit reserves prescribed in the Tax Reform Act. However, the provisional amount could be subject to change upon the Company’s final computation of the prescribed haircut as it relates to insurance contracts identified with cash value features. Adjustments to the provisional amount are not expected to impact the Company’s effective income tax rate or net deferred tax liability position but could impact the timing of when such temporary differences are eliminated. We expect to finalize our analysis of the incomplete areas and make any necessary adjustments during the second half of 2018. Income tax expense. Income tax expense (benefit) consists of the following: Current Deferred Total (In thousands) Year ended December 31, 2017 Federal $53,084 $(46,622 ) $6,462 Foreign 28,613 (7,166 ) 21,447 State and local 1,356 - 1,356 Total tax expense $83,053 $(53,788 ) $29,265 Year ended December 31, 2016 Federal $47,980 $50,758 $98,738 Foreign 23,102 (4,710 ) 18,392 State and local 2,783 (1,732 ) 1,051 Total tax expense $73,865 $44,316 $118,181 Year ended December 31, 2015 Federal $46,175 $36,723 $82,898 Foreign 14,600 3,161 17,761 State and local 2,043 (1,592 ) 451 Total tax expense $62,818 $38,292 $101,110 86 Effective tax rate reconciliation. Total income tax expense is different from the amount determined by multiplying income before income taxes by the U.S. statutory federal tax rate of 35% in effect through December 31, 2017. The reconciliation for such difference follows: Year ended December 31, 2017 2016 2015 Amount Percentage Amount Percentage Amount Percentage (Dollars in thousands) Computed tax expense $132,832 35.0 % $118,158 35.0 % $101,843 35.0 % Difference between foreign statutory rate and U.S. statutory rate (6,668 ) (1.8 )% (5,665 ) (1.7 )% (5,531 ) (1.9 )% Residual U.S. income taxes on foreign earnings not permanently reinvested – prior to the enactment of the Tax Reform Act 4,212 1.1 % 3,855 1.1 % 3,810 1.3 % Excess tax benefits recognized on share-based compensation (6,051 ) (1.6 )% - —% - —% Transition impact of the Tax Reform Act (95,457 ) (25.1 )% - —% - —% Recognition of foreign tax credits (40,386 ) (10.6 )% - —% - —% Change in valuation allowance on foreign tax credits 40,386 10.6 % - —% - —% Other 397 0.1 % 1,833 0.6 % 988 0.3 % Total tax expense / effective rate $29,265 7.7 % $118,181 35.0 % $101,110 34.7 % Deferred tax assets and liabilities. The main components of deferred income tax assets and liabilities were as follows: December 31, 2017 2016 (In thousands) Deferred tax assets: Future policy benefit reserves and unpaid policy claims $206,794 $223,845 Intangibles and tax goodwill 19,436 36,261 Future deductible liabilities 10,235 19,831 Share-based compensation 7,288 15,592 State income taxes 12,521 11,425 Foreign tax credits 40,386 - Other 2,857 103 Total deferred tax assets before valuation allowance 299,517 307,057 Valuation allowance on foreign tax credits (40,386 ) - Total deferred tax assets after valuation allowance $259,131 $307,057 Deferred tax liabilities: Deferred policy acquisition costs $(275,388 ) $(366,144 ) Timing difference for haircut on deductibility of future policy benefit reserves prescribed in the Tax Reform Act (22,307 ) - Investments (9,884 ) (16,769 ) Unremitted earnings on foreign subsidiaries (2,614 ) (2,700 ) Reinsurance deposit asset (45,641 ) (70,852 ) Other (7,255 ) (11,864 ) Total deferred tax liabilities (363,089 ) (468,329 ) Net deferred tax liabilities $(103,958 ) $(161,272 ) The majority of total deferred tax assets are attributable to future policy benefit reserves and unpaid policy claims, which represents the difference between the financial statement carrying value and tax basis for liabilities related to future policy benefits. The tax basis for future policy benefit reserves and unpaid policy claims is actuarially determined in accordance with guidelines set forth in the Internal Revenue Code. The majority of total deferred tax liabilities are attributable to DAC, which represents the difference between the policy acquisition costs capitalized for U.S. GAAP purposes and those capitalized for tax purposes, as well as the difference in the resulting amortization methods. Prior to the enactment of the Tax Reform Act, deferred income tax assets and liabilities were measured using the 35% U.S. federal statutory tax rate that was expected to be applicable when those temporary differences were recognized in taxable income. The Tax Reform Act reduced the U.S. federal statutory tax rate from 35% to 21% effective January 1, 2018. The reduction in the U.S. federal 87 statutory tax rate used to measure our net deferred tax liabilities as of the enactment date of approximately $98.5 million was recorded as a benefit to income tax expense during the year ended December 31, 2017. Deferred tax liabilities associated with net unrealized gains from our AFS investments were originally established through OCI. Under ASC 740, the remeasurement of all deferred taxes, even those associated with net unrealized gains from AFS investments, resulting from the change in the statutory tax rate are recognized through income tax expense. As a result, we recognized an income tax benefit of approximately $7.8 million during the year ended December 31, 2017 to remeasure our U.S. deferred tax liabilities associated with net unrealized gains from AFS investments at the newly enacted 21% U.S. federal statutory tax rate. The stranded component, which is also equal to $7.8 million, remains in accumulated OCI as of December 31, 2017. On February 14, 2018, the FASB issued Accounting Standards Update No. 2018-02 (“ASU 2018-02”), Income Statement – Reporting Comprehensive Income (Topic 220)- Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, a narrow-scoped accounting standards update that allows companies to make an election to eliminate the stranded component within accumulated OCI by reclassifying this amount to retained earnings upon adoption. We expect to adopt ASU 2018-02 in the first quarter of 2018 and reclassify the stranded component from accumulated OCI to retained earnings at that time. The Company has state net operating losses resulting in a deferred tax asset of approximately $12.2 million, which are available for use through 2035. The Company has no other material net operating loss or credit carryforwards other than foreign tax credit carryforwards. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, carryback and carryforward periods, and tax planning strategies in making this assessment. As of December 31, 2017, management identified excess foreign tax credits of approximately $40.4 million that could not be used to offset the mandatory deemed repatriation of foreign earnings tax stipulated by the Tax Reform Act and believes it will not be able to utilize these foreign tax credits in the future. Therefore, the Company established a deferred tax asset for these foreign tax credits with a corresponding full valuation allowance. With the exception of these foreign tax credits, management believes that it is more likely than not that the results of future operations will generate sufficient taxable income to realize its deferred tax assets. Therefore, there were no other deferred tax asset valuation allowances at December 31, 2017 or 2016. Controlled foreign corporations . The Company has direct ownership of a group of controlled foreign corporations in Canada. During the year ended December 31, 2017, we have recognized a one-time charge of approximately $3.0 million for the inclusion of mandatory deemed repatriation of foreign earnings payable to the U.S. government due to the enactment of the Tax Reform Act. This charge represents the provisional amount of incremental tax expense recognized for the mandatory deemed repatriation of Canadian earnings for which we had asserted a position of permanent reinvestment prior to the enactment of the Tax Reform Act. In response to the provisions of the Tax Reform Act, we have not made a permanent reinvestment assertion for any unremitted earnings in Canada as of December 31, 2017; therefore, we have also established a deferred tax liability to account for Canadian withholding taxes that will occur upon repatriation of such earnings. The Company has not provided for any additional outside basis difference for the amount of book basis in excess of tax basis in its Canadian subsidiaries, as there are no intentions to sell or substantially liquidate our Canadian operations. Furthermore, it is not practicable to determine the amount of the unrecognized deferred tax liability related to any additional outside basis difference in these entities. Unrecognized tax benefits. The total amount of unrecognized benefits on uncertain tax positions that, if recognized, would affect our effective tax rate was approximately $13.4 million and $11.7 million as of December 31, 2017 and 2016, respectively. We recognize interest expense related to unrecognized tax benefits in tax expense net of federal income tax. As of December 31, 2017 and 2016, the total amount of accrued interest and penalties in the consolidated balance sheets was approximately $1.9 million and $2.1 million, respectively. Additionally, we recognized interest related to unrecognized tax benefits in the consolidated statements of income of less than $0.3 million of expense in 2017, 2016, and 2015. A reconciliation of the change in the unrecognized income tax benefit for the years ended December 31, 2017 and 2016 is as follows: December 31, 2017 2016 (In thousands) Unrecognized tax benefits, beginning of period $14,811 $13,939 Change in prior period unrecognized tax benefits 91 8 Change in current period unrecognized tax benefits 2,855 2,840 Reductions as a result of a lapse in statute of limitations (3,372 ) (1,976 ) Unrecognized tax benefits, end of period $14,385 $14,811 We have no penalties included in calculating our provision for income taxes. There is no significant change that is reasonably possible to occur within twelve months of the reporting date. 88 The major tax jurisdictions in which we operate are the United States and Canada. We are currently open to tax audit by the Internal Revenue Service for the year ended December 31, 2014 and thereafter for federal income tax purposes. We are currently open to audit in Canada for tax years ended December 31, 2013 and thereafter for federal and provincial income tax purposes. (12) Stockholders’ Equity A reconciliation of the number of shares of our common stock follows: Year ended December 31, 2017 2016 2015 (In thousands) Common stock, beginning of period 45,721 48,297 52,169 Shares issued for stock options exercised 38 148 89 Shares of common stock issued upon lapse of RSUs 504 516 574 Common stock retired (2,012 ) (3,240 ) (4,535 ) Common stock, end of period 44,251 45,721 48,297 The above reconciliation excludes RSUs and PSUs, which do not have voting rights. As sales restrictions on RSUs lapse and PSUs are earned, we issue common shares with voting rights. As of December 31, 2017, we had a total of 874,107 RSUs and 54,431 PSUs outstanding. The PSU outstanding balance is based on the targeted number of PSUs outlined in the award agreement; however, the actual number of PSUs that vest could be higher or lower based on actual versus targeted performance. See Note 14 (Share Based Transaction) for discussion of the PSU award structure. On November 17, 2016, our Board of Directors authorized a share repurchase program for up to $200.0 million of our outstanding common shares (the “share repurchase program”) for purchases through June 30, 2018. Under the share repurchase program, we repurchased 1,911,380 shares of our common stock in the open market for an aggregate purchase price of approximately $150.0 million through December 31, 2017. Approximately $50.0 million remains for repurchases of our outstanding common stock under the share repurchase program as of December 31, 2017. On February 6, 2018, our Board of Directors authorized a new share repurchase program for up to $275.0 million of our outstanding common stock (including $50.0 million remaining from the prior repurchase program) for purchases through June 30, 2019. (13) Earnings Per Share The Company has outstanding common stock and equity awards that consist of RSUs, PSUs and stock options. The RSUs maintain non-forfeitable dividend rights that result in dividend payment obligations on a one-to-one ratio with common shares for any future dividend declarations. Unvested RSUs are deemed participating securities for purposes of calculating EPS as they maintain dividend rights. We calculate EPS using the two-class method. Under the two-class method, we allocate earnings to common shares and vested RSUs outstanding for the period. Earnings attributable to unvested participating securities, along with the corresponding share counts, are excluded from EPS as reflected in our consolidated statements of income. In calculating basic EPS, we deduct from net income any dividends and undistributed earnings allocated to unvested RSUs and then divide the result by the weighted-average number of common shares and vested RSUs outstanding for the period. We determine the potential dilutive effect of PSUs and stock options outstanding (“contingently-issuable shares”) on EPS using the treasury-stock method. Under this method, we determine the proceeds that would be received from the issuance of the contingently- issuable shares if the end of the reporting period were the end of the contingency period. The proceeds from the contingently-issuable shares include: the remaining unrecognized compensation expense of the awards, and the cash received for the exercise price on stock options. We then use the average market price of our common shares during the period the contingently-issuable shares were outstanding to determine how many shares we could repurchase with the proceeds raised from the issuance of the contingently-issuable shares. The net incremental share count issued represents the potential dilutive securities. We then reallocate earnings to common shares and vested RSUs by incorporating the increased fully-diluted share count to determine diluted EPS. 89 The calculation of basic and diluted EPS was as follows: Year ended December 31, 2017 2016 2015 (In thousands, except per-share amounts) Basic EPS: Numerator: Net income $350,255 $219,414 $189,871 Income attributable to unvested participating securities (2,526 ) (1,835 ) (1,572 ) Net income used in calculating basic EPS $347,729 $217,579 $188,299 Denominator: Weighted-average vested shares 45,598 47,411 50,881 Basic EPS $7.63 $4.59 $3.70 Diluted EPS: Numerator: Net income $350,255 $219,414 $189,871 Income attributable to unvested participating securities (2,521 ) (1,833 ) (1,571 ) Net income used in calculating diluted EPS $347,734 $217,581 $188,300 Denominator: Weighted-average vested shares 45,598 47,411 50,881 Dilutive effect of incremental shares to be issued for contingently issuable shares 91 42 32 Weighted-average shares used in calculating diluted EPS 45,689 47,453 50,913 Diluted EPS $7.61 $4.59 $3.70 (14) Share-Based Transactions The Company has outstanding equity awards under the Primerica, Inc. Second Amended and Restated 2010 Omnibus Incentive Plan (“OIP”). The OIP provides for the issuance of equity awards, including stock options, stock appreciation rights, restricted stock, deferred stock, RSUs, PSUs, unrestricted stock, as well as cash- based awards. In addition to time-based vesting requirements, awards granted under the OIP also may be subject to specified performance criteria. Since 2010, the Company has issued equity awards to our management (officers and other key employees), non-employees who serve on our Board of Directors (“directors”), and sales force leaders under the OIP. As of December 31, 2017, we had approximately 2.0 million shares available for future grants under this plan. Employee and Director Share-Based Compensation. As of December 31, 2017, the Company had outstanding RSUs, PSUs, and stock options issued to our management (officers and other key employees), as well as RSUs issued to our directors, under the OIP. RSUs. •RSUs granted to management have time-based vesting requirements with equal and annual graded vesting over approximately three years subsequent to the grant date, but also provide for such awards to vest upon voluntary termination of employment by any employee who is “retirement eligible” as of his or her termination date. In order to be retirement eligible, an employee must be at least 55 years old and his or her age plus years of service with the Company must equal at least 75. •RSUs granted to directors have time-based vesting requirements with equal and annual graded vesting over four quarters subsequent to the grant date. •In addition, certain directors elected to defer their cash and/or equity retainers into deferred RSUs, which vest immediately or, if applicable, on the dates the RSUs would have vested. All of our outstanding employee and director RSU awards are eligible for dividend equivalents regardless of vesting status. We recognized expense and tax benefit offsets as follows for employee and director share-based compensation: Year ended December 31, 2017 2016 2015 (In thousands) Total equity awards expense recognized $11,364 $11,067 $13,839 Tax benefit associated with total employee and director share-based compensation 1,893 3,715 4,668 90 The following table summarizes employee and director restricted stock and RSU activity during the years ended December 31, 2017, 2016, and 2015. Shares Weighted-average measurement-date fair value per share (Shares in thousands) Unvested employee and director restricted stock and RSUs, December 31, 2014 580 $34.67 Granted 246 52.75 Forfeited (8 ) 41.98 Vested (428 ) 35.43 Unvested employee and director restricted stock and RSUs, December 31, 2015 390 45.07 Granted 225 42.86 Forfeited - - Vested (219 ) 42.28 Unvested employee and director RSUs, December 31, 2016 396 45.37 Granted 130 80.33 Forfeited (1 ) 57.53 Vested (213 ) 46.54 Unvested employee and director RSUs, December 31, 2017 312 $59.10 As of December 31, 2017, total compensation cost not yet recognized in our financial statements related to employee and director RSU awards with time-based vesting conditions yet to be reached was approximately $3.4 million, and the weighted-average period over which cost will be recognized was 0.8 years. PSUs. In 2016 the Company began issuing PSUs to certain of its executive officers under the OIP as part of their annual equity compensation. PSU awards include a performance target of a specified average annual Return on Adjusted Equity (“ROAE”) for the Company over a three-year performance period, as well as a threshold ROAE and an ROAE at which the maximum number of shares can be earned. Awards cliff vest two months after the performance period ends. Depending on the ROAE achieved within the specified range, recipients may receive shares of common stock equal to between 0% and 150% of the number of PSUs granted. In addition, PSUs accrue forfeitable dividend equivalents, which are also paid out based on the number of shares earned. PSU awards provide for vesting upon the voluntary termination of employment by any employee who is “retirement eligible” as of his or her termination date. The number of shares that will be earned for a retirement-eligible employee is equal to the amount calculated using the Company’s actual average annual three-year ROAE ending on the last day of the performance period, even if that employee retires prior to the completion of the performance period. In connection with our granting of PSU awards, we recognized expense and tax benefit offsets as follows: Year ended December 31, 2017 2016 2015 (In thousands) Total employee PSU award expense $2,761 $614 n/a Tax benefit associated with total employee PSU award expense 187 215 n/a The following table summarizes PSU activity during the years ended December 31, 2017 and 2016. Shares Weighted-average measurement-date fair value per share (Shares in thousands) Unvested employee PSUs, December 31, 2015 - n/a Granted 18 $41.88 Forfeited - - Vested - - Unvested employee PSUs, December 31, 2016 18 41.88 Granted 36 80.45 Forfeited - - Vested - - Unvested employee PSUs, December 31, 2017 54 $67.42 (1) The 2016 PSU shares outstanding are based on target. Depending upon the ROAE achieved within the vesting period, recipients may receive between 0 and 27,577 shares of common stock. . (2) The 2017 PSU shares outstanding are based on target. Depending upon the ROAE achieved within the vesting period, recipients may receive between 0 and 54,069 shares of common stock. As of December 31, 2017 total unrecognized compensation related to PSU awards was approximately $0.4 million, and the weighted-average period over which cost will be recognized was 1.0 years. 91 Stock Options. Beginning in 2013, the Company issued stock options to certain of it s executive officers under the OIP as part of their annual equity compensation. Stock options are generally granted with an exercise price equal to the fair market value of our common stock on the grant date, and they expire 10 years from the date of grant . These options have time-based restrictions with equal and annual graded vesting over a three-year period. Stock options issued in 2014 and thereafter provide for such awards to vest upon the voluntary termination of employment by any employee who is “ret irement eligible” as of his or her termination date. Upon retirement, employees have the lesser of three years or the remaining option term to exercise any vested options. We did not issue stock options in 2017 and currently do not anticipate issuing any n ew stock options pursuant to our current employee compensation program. Compensation expense and related tax benefits recognized for stock option awards were as follows: Year ended December 31, 2017 2016 2015 (In thousands) Expense recognized for stock option awards $162 $851 $643 Tax benefit recognized for stock option awards 37 298 225 The following table summarizes activity related to stock options outstanding and exercisable during the years ended December 31, 2017, 2016, and 2015: Outstanding Exercisable Number of shares Weighted average exercise price Number of shares Weighted average exercise price (Shares in thousands) Outstanding at December 31, 2014 246 $36.67 40 $32.63 Granted 46 53.50 Exercised (89 ) 34.89 Outstanding at December 31, 2015 203 41.28 35 36.38 Granted 90 41.88 Exercised (148 ) 38.24 Outstanding at December 31, 2016 145 44.75 6 53.50 Granted - - Exercised (38 ) 43.63 Outstanding at December 31, 2017 107 45.15 32 $47.26 Range of granted option exercise prices outstanding at December 31, 2017 $41.20 (average term remaining - 6.1 years) 7 $41.20 7 $41.20 $53.50 (average term remaining - 7.2 years) 31 53.50 15 53.50 $41.88 (average term remaining - 8.2 years) 69 41.88 9 41.88 The aggregate intrinsic value represents the difference between the exercise price of our stock options and the quoted closing price of our common stock as of December 31, 2017. A summary of the intrinsic values of our stock options is as follows: December 31, 2017 (In thousands) Aggregate intrinsic value of exercisable stock options $1,714 Aggregate intrinsic value of stock options expected to vest 4,302 Aggregate intrinsic value of stock options outstanding $6,016 The intrinsic value, tax benefit realized and value of shares withheld related to option exercise activity are summarized as follows: Year ended December 31, 2017 2016 2015 (In thousands) Intrinsic value of options exercised $1,453 $2,755 $1,620 Tax benefit realized from the options exercised 509 964 567 Value of issued shares withheld to satisfy option exercise price 1,673 5,509 2,966 As of December 31, 2017, there was approximately $45.0 thousand of total unrecognized compensation cost related to unvested options, and the weighted-average period over which cost will be recognized was approximately 0.5 years. Non-Employee Share-Based Compensation. Non-employee share-based transactions relate to the granting of RSUs to members of our sales force (“agent equity awards”). Agent equity awards are generally granted as a part of quarterly contests for successful life insurance policy acquisitions and for sales of investment and savings products for which the grant and the service period occur within the same calendar quarter. 92 The following table summarizes non-employee RSU activity during the years ended December 31, 2017, 2016, and 2015. Shares Weighted-average measurement-date fair value per share (Shares in thousands) Unvested non-employee RSUs, December 31, 2014 73 $49.98 Granted 326 42.79 Vested (326 ) 44.39 Unvested non-employee RSUs, December 31, 2015 73 42.83 Granted 236 48.45 Vested (267 ) 44.82 Unvested non-employee RSUs, December 31, 2016 42 61.55 Granted 156 75.69 Vested (166 ) 68.96 Unvested non-employee RSUs, December 31, 2017 32 $91.88 Agent equity awards vest and are measured using the fair market value at the conclusion of the quarterly contest, which is the time that performance is complete. However, outstanding agent equity awards are subject to long-term sales restrictions expiring over three years. Because the sale restrictions extend up to three years beyond the vesting period, the fair market value of the awards incorporates an illiquidity discount reflecting the risk associated with the post-vesting restrictions. To quantify this discount for each award, we use a series of put option models with one-, two- and three-year tenors to estimate a hypothetical cost of eliminating the downside risk associated with the sale restrictions. The most significant assumptions in the put option models are the volatility assumptions. We derive volatility assumptions primarily from the historical volatility of our common stock using terms comparable to the sale restriction terms. The following table presents the assumptions used in valuing quarterly RSU grants to agents: Year ended December 31, 2017 2016 2015 Expected volatility 18% to 34% 24% to 42% 18% to 35% Quarterly dividends expected $0.19 to $0.20 $0.17 to $0.18 $0.16 Risk-free interest rates Less than 3% Less than 2% Less than 2% To the extent that these awards are an incremental direct cost of successful acquisitions of life insurance policies that result directly from and are essential to the policy acquisition(s) and would not have been incurred had the policy acquisition(s) not occurred, we defer and amortize the fair value of the awards in the same manner as other deferred policy acquisition costs. All agent equity awards that are not directly related to the acquisition of life insurance policies are recognized as expense in the quarter granted and earned. Details on the granting and valuation of these awards were as follows: Year ended December 31, 2017 2016 2015 (Dollars in thousands, except per-share amounts) Total quarterly non-employee RSUs granted 155,996 235,735 325,744 Measurement date per-share fair value of awards $67.82 to $91.88 $39.87 to $61.50 $40.98 to $46.71 Illiquidity discounts 10 % 10% to 11% 8% to 9% Quarterly incentive awards expense recognized currently $980 $910 $466 Quarterly incentive awards expense deferred 10,821 10,517 13,423 Tax benefit associated with incentive awards 2,259 3,674 4,454 As of December 31, 2017, all agent equity awards were fully vested with the exception of approximately 32,000 shares that vested on January 1, 2018. As such, any related compensation cost not recognized as either expense or DAC in our financial statements through December 31, 2017 is immaterial. (15) Statutory Accounting and Dividend Restrictions U.S. Insurance Subsidiaries. Our two underwriting U.S. insurance subsidiaries are Primerica Life and NBLIC. Primerica Life wholly owns Peach Re and Vidalia Re, and ceded to each in separate coinsurance arrangements certain level-premium term life insurance policies. Our U.S. insurance subsidiaries are required to report their results of operations and financial position to state authorities on the basis of statutory accounting practices prescribed or permitted by such authorities and the National Association of Insurance Commissioners (“NAIC”), which is a comprehensive basis of accounting other than U.S. GAAP. Prescribed statutory accounting practices include a variety of publications of the NAIC, as well as state laws, regulations and general administrative rules. Permitted statutory accounting practices encompass all accounting practices not so prescribed. The Company’s principal life insurance company, Primerica Life, prepares its statutory financial statements on the basis of accounting practices prescribed or permitted by the NAIC and the Tennessee Department of Commerce and Insurance (“Tennessee DOCI”) and includes the statutory financial statements of its wholly owned 93 insurance subsidiaries, NBLIC, Peach Re, and Vidalia Re. Prior to Primerica Life’s re-domestication to Tennessee in December 2017, Primeric a Life prepared its statutory financial statements on the basis of accounting practices prescribed or permitted by the NAIC and Massachusetts Division of Insurance. NBLIC’s statutory financial statements are prepared on the basis of accounting practices pr escribed or permitted by the NAIC and the New York State Department of Financial Services, while the statutory financial statements of Peach Re and Vidalia Re are prepared on the basis of accounting practices prescribed or permitted by the NAIC or the Verm ont Department of Financial Regulation (“Vermont DOI”). Our U.S. insurance subsidiaries’ ability to pay dividends to their parent is subject to and limited by the various laws and regulations of their respective states. There are no regulatory restrictions on the ability of the Parent Company to pay dividends (other than limitations under the Delaware General Corporation Code that provide that dividends on common stock shall be declared by the Board of Directors out of surplus or, if there is no surplus, ou t of net profits for the fiscal year in which the dividend is declared and/or the preceding prior fiscal year). Primerica Life’s statutory ordinary dividend capacity is based on the greater of: (1) the previous year’s statutory net gain from operations (excluding pro rata distributions of any class of the insurer’s own securities) or (2) 10% of the previous year-end statutory surplus (net of capital stock). Dividends that, together with the amount of other distributions or dividends made within the preceding 12 months, exceed this statutory limitation are referred to as extraordinary dividends and require advance notice to the Tennessee DOCI, and are subject to potential disapproval. Dividends paid from other than statutory unassigned surplus require approval of the commissioner of the Tennessee DOCI. Primerica Life’s statutory capital and surplus and statutory unassigned surplus at December 31, 2017 and 2016 were approximately as follows: December 31, 2017 2016 (In thousands) Statutory capital and surplus $598,001 $572,748 Statutory unassigned surplus 50,299 41,569 Primerica Life’s statutory net gain from operations was approximately $398.8 million, $392.4 million and $436.3 in 2017, 2016 and 2015, respectively. Primerica Life made no pro rata distributions of any class of its own securities during 2017. During 2017, Primerica Life paid ordinary dividends of $138.0 million to the Parent Company. As of January 1, 2018, the amount of dividends Primerica Life could pay from statutory unassigned surplus without prior approval of the commissioner of the Tennessee DOCI was approximately $50.3 million, which is prescribed by the amount of statutory unassigned surplus on that date. Primerica Life’s investment basis in NBLIC, Peach Re, and Vidalia Re reflect their statutory capital and surplus amounts recorded in accordance with statutory accounting practices prescribed or permitted by the NAIC and/or each subsidiary’s state of domicile; New York and Vermont. Peach Re was formed as a special- purpose financial captive insurance company and, with the explicit permission of the Vermont DOI, has included the value of a letter of credit serving as collateral for its policy reserves as an admitted asset in its statutory capital and surplus. This permitted accounting practice was critical to the organization and operational plans of Peach Re and explicitly included in the licensing order issued by the Vermont DOI. The impact of this permitted practice as of December 31, 2017 was approximately $353.5 million on Peach Re’s statutory capital and surplus. As of December 31, 2017, even if Peach Re had not been permitted to include the letter of credit as an admitted asset, Primerica Life would not have been below the minimum statutory capital and surplus level that triggers a regulatory action event. Vidalia Re does not have any permitted accounting practices that are not encompassed in prescribed statutory accounting practices. Canadian Insurance Subsidiary. Primerica Life Canada is incorporated under the provisions of the Canada Business Corporations Act and is a domiciled Canadian Company subject to regulation under the Insurance Companies Act (Canada) by the Office of the Superintendent of Financial Institutions in Canada (“OSFI”) and by Provincial Superintendents of Financial Institutions/Insurance in those provinces in which Primerica Life Canada is licensed. The statutory financial statements of Primerica Life Canada reported to OSFI are prepared in accordance with International Financial Reporting Standards (“IFRS”). Primerica Life Canada’s capacity to pay ordinary dividends to its parent is limited by OSFI regulations to the extent that its capital exceeds internal capital targets. OSFI requires companies to set internal target levels of capital sufficient to provide for all the risks of the insurer, including risks specified in OSFI’s capital guidelines. As of December 31, 2017 and 2016, Primerica Life Canada’s statutory capital and surplus satisfied regulatory requirements and was approximately $331.3 million and $286.7 million, respectively. In Canada, dividends can be paid subject to the paying insurance company continuing to have adequate capital and forms of liquidity as defined by OSFI following the dividend payment and upon 15 days minimum notice to OSFI. Primerica Life Canada’s dividend capacity at January 1, 2018 is estimated to be approximately $40.9 million, which is calculated based on satisfying the Company’s internal capital targets. (16) Commitments and Contingent Liabilities Commitments. We lease office equipment and office and warehouse space under various noncancellable operating lease agreements that expire through June 2028. Total minimum rent expense was $7.5 million, $7.0 million, and $7.2 million for the years ended December 31, 2017, 2016, and 2015, respectively. We had no contingent rent expense during 2017, 2016, or 2015. 94 As of December 31, 2017, the minimum aggregate rental commitments for operating leases were as follows: December 31, 2017 (In thousands) 2018 $6,985 2019 7,111 2020 6,552 2021 6,415 2022 6,516 Thereafter 37,949 Total minimum rental commitments for operating leases $71,528 As of December 31, 2017 and 2016, we had no material capital leases. Letter of Credit. Effective March 31, 2012, Peach Re entered into a Credit Facility Agreement with Deutsche Bank (the “Credit Facility Agreement”) to support certain obligations for a portion of the reserves (commonly referred to as Regulation XXX reserves) related to level premium term life insurance policies ceded to Peach Re from Primerica Life under the Peach Re Coinsurance Agreement. Under the Credit Facility Agreement, Deutsche Bank issued a letter of credit in the initial amount of $450.0 million with a term of approximately 14 years (the “LOC”) for the benefit of Primerica Life, the direct parent of Peach Re. Subject to certain conditions, the amount of the LOC periodically increased up to a maximum amount of approximately $507.0 million, which was reached in 2014. Pursuant to the terms of the Credit Facility Agreement, in the event amounts are drawn under the LOC by Primerica Life, Peach Re will be obligated, subject to certain limited conditions, to reimburse Deutsche Bank for the amount of any draws and interest thereon. Peach Re has collateralized its obligations to Deutsche Bank by granting it a security interest in all of its assets with the exception of amounts held in a special account established to meet minimum asset thresholds required by state regulatory authorities. As of December 31, 2017, the Company was in compliance with all financial covenants under the Credit Facility Agreement. Contingent Liabilities. The Company is involved from time to time in legal disputes, regulatory inquiries and arbitration proceedings in the normal course of business. These disputes are subject to uncertainties, including the large and/or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation. As such, the Company is unable to estimate the possible loss or range of loss that may result from these matters unless otherwise indicated. The Company is currently undergoing multi-state unclaimed property audits by 30 jurisdictions, currently focusing on the life insurance claims paying practices of its subsidiaries, Primerica Life and NBLIC. Other jurisdictions may pursue similar audits. The potential outcome of such actions is difficult to predict but could subject the Company to adverse consequences, including, but not limited to, settlement payments, additional payments to beneficiaries and additional escheatment of funds deemed abandoned under state laws. At this time, the Company cannot reasonably estimate the likelihood or the impact of additional costs or liabilities that could result from the resolution of these matters. (17) Benefit Plans We sponsor a defined contribution plan for the benefit of our employees. The expense associated with this plan was approximately $7.7 million, $7.4 million, and $6.7 million in 2017, 2016, and 2015, respectively. 95 (18) Una udited Quarterly Financial Data In management’s opinion, the following quarterly consolidated financial information fairly presents the results of operations for such periods and is prepared on a basis consistent with our annual audited consolidated financial statements. Financial information for the quarters presented was prepared on a consolidated basis. Quarter ended Quarter ended Quarter ended Quarter ended March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 (In thousands, except per-share amounts) Direct premiums $627,698 $637,426 $646,079 $650,906 Ceded premiums (399,769 ) (406,043 ) (397,641 ) (397,318 ) Net premiums 227,929 231,383 248,438 253,588 Commissions and fees 144,268 148,317 144,627 154,105 Net investment income 19,894 19,742 19,922 19,459 Realized investment gains (losses), including OTTI 134 104 22 1,079 Other, net 12,939 14,150 14,291 14,711 Total revenues 405,164 413,696 427,300 442,942 Total benefits and expenses 330,322 317,307 327,100 334,853 Income before income taxes 74,842 96,389 100,200 108,089 Income taxes 22,772 33,282 33,565 (60,354 ) Net income $52,070 $63,107 $66,635 $168,443 Earnings per share: Basic earnings per share $1.12 $1.36 $1.46 $3.73 Diluted earnings per share $1.11 $1.36 $1.46 $3.72 Quarter ended Quarter ended Quarter ended Quarter ended March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 (In thousands, except per-share amounts) Direct premiums $597,130 $612,189 $616,587 $618,362 Ceded premiums (395,333 ) (406,683 ) (399,676 ) (398,867 ) Net premiums 201,797 205,506 216,911 219,495 Commissions and fees 128,821 136,902 134,282 141,681 Net investment income 21,238 20,389 19,399 17,999 Realized investment gains (losses), including OTTI (783 ) 3,440 (35 ) 1,465 Other, net 11,527 12,757 13,069 13,224 Total revenues 362,600 378,994 383,626 393,864 Total benefits and expenses 292,388 287,114 295,189 306,800 Income before income taxes 70,212 91,880 88,437 87,064 Income taxes 25,036 32,554 30,400 30,191 Net income $45,176 $59,326 $58,037 $56,873 Earnings per share: Basic earnings per share $0.92 $1.23 $1.22 $1.21 Diluted earnings per share $0.92 $1.23 $1.22 $1.21 Quarterly amounts may not agree in total to the corresponding annual amounts due to rounding. 96 I TEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTI NG AND FINANCIAL DISCLOSURE. There have been no changes in, or disagreements with, accountants on accounting and financial disclosure matters during the years ended December 31, 2017 and 2016. I TEM 9A.CONTROLS AND PROCEDURES. Disclosure Controls and Procedures The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report (the “Evaluation Date”). Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective. Changes in Internal Control Over Financial Reporting There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2017 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Management’s Annual Report On Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. With the participation of the Chief Executive Officer and the Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control—Integrated Framework (2013) , issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2017. Our independent auditor, KPMG LLP, an independent registered public accounting firm, has issued an attestation report on the effectiveness of our internal control over financial reporting. This attestation report appears below. 97 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Primerica, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Primerica, Inc. and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes and financial statement schedules I, II, III, and IV(collectively, the “consolidated financial statements”), and our report dated February 26, 2018 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Atlanta, Georgia February 26, 2018 98 I TEM 9B.OTHER INFORMATION. Not applicable. 99 P ART III Pursuant to General Instruction G to Form 10-K and as described below, portions of Items 10 through 14 of this report are incorporated by reference from the Company’s definitive Proxy Statement relating to the Company’s 2018 Annual Meeting of Stockholders (the “Proxy Statement”), which will be filed with the SEC within 120 days of December 31, 2017, pursuant to Regulation 14A under the Exchange Act. The Report of the Audit Committee of our Board of Directors and the Report of the Compensation Committee of our Board of Directors to be included in the Proxy Statement shall be deemed to be furnished in this report and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, as a result of such furnishing. Our website address is www.primerica.com . You may obtain free electronic copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports from the investors section of our website. These reports are available on our website as soon as reasonably practicable after we electronically file them with the SEC. These reports should also be available through the SEC’s website at www.sec.gov . We have adopted corporate governance guidelines. The guidelines and the charters of our board committees are available in the corporate governance subsection of the investor relations section of our website, www.primerica.com, and are also available in print upon written request to the Corporate Secretary, Primerica, Inc., 1 Primerica Parkway, Duluth, GA 30099. I tem 10.Directors, Executive Officers and Corporate Governance. For a list of executive officers, see Part I Item X. Executive Officers and Certain Significant Employees of the Registrant included elsewhere in this report. We have adopted a written code of conduct that applies to all directors, officers and employees, including a separate code that applies to only our principal executive officers and senior financial officers in accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and the rules of the SEC promulgated thereunder. Our Code of Conduct is available in the corporate governance subsection of the investor relations section of our website, www.primerica.com, and is available in print upon written request to the Corporate Secretary, Primerica, Inc., 1 Primerica Parkway, Duluth, GA 30099. In the event that we make changes in, or provide waivers from, the provisions of the Code of Conduct that the SEC requires us to disclose, we will disclose these events in the corporate governance section of our website. Except for the information above and the information set forth in Part I, Item X. Executive Officers and Certain Significant Employees of the Registrant, the information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference: •Matters to be Voted on — Proposal 1: Election of Eleven Directors; •Governance — Director Independence; •Governance — Code of Conduct; •Board of Directors — Board Members; •Board of Directors — Board Committees; •Board of Directors — Other Director Matters; •Stock Ownership — Section 16(a) Beneficial Ownership Reporting Compliance; •Executive Compensation — Employment Agreements; •Audit Matters — Audit Committee Report; and •Related Party Transactions. I tem 11.Executive Compensation. The information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference: •Board of Directors — Board Committees — Compensation Committee; •Board of Directors — Director Compensation; and •Executive Compensation. It em 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Except for the information set forth in Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, the information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference: •Stock Ownership — Ownership of Our Common Stock. 100 I tem 13.Certain Relationships and Related Transactions, and Director Independence. The information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference: •Introductory paragraph to Governance; •Governance — Director Independence; •Board of Directors — Board Committees; and •Related Party Transactions. It em 14.Principal Accounting Fees and Services. The information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference: •Matters to be Voted on — Proposal 3: Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm; •Board of Directors — Board Committees — Audit Committee; and •Audit Matters — Fees and Services of KPMG LLP. 101 PART IV IT EM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (a) 1. FINANCIAL STATEMENTS Included in Part II, Item 8, of this report: Primerica, Inc.: Report of Independent Registered Public Accounting Firm 60 Consolidated Balance Sheets as of December 31, 2017 and 201 6 61 Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2017 62 Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, 2017 63 Consolidated Statements of Stockholders’ Equity for each of the years in the three-year period ended December 31, 2017 64 Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2017 65 Notes to Consolidated Financial Statements 66 Unaudited Quarterly Financial Data 96 2. FINANCIAL STATEMENT SCHEDULES Included in Part IV of this report: Schedule I — Consolidated Summary of Investments — Other than Investments in Related Parties as of December 31, 2017 107 Schedule II — Condensed Financial Information of Registrant as of December 31, 2017 and 2016, and for each of the years in the three-year period ended December 31, 2017 108 Schedule III — Supplementary Insurance Information as of December 31, 2017 and 2016, and for each of the years in the three-year period ended December 31, 2017 114 Schedule IV — Reinsurance for each of the years in the three-year period ended December 31, 2017 115 3. EXHIBIT INDEX An “Exhibit Index” has been filed as part of this report beginning on the following page and is incorporated herein by reference. Schedules other than those listed above are omitted because they are not required, are not material, are not applicable, or the required information is shown in the financial statements or notes thereto. (b) Exhibit Index. The agreements included as exhibits to this report are included to provide information regarding the terms of these agreements and are not intended to provide any other factual or disclosure information about the Company or its subsidiaries, our business or the other parties to these agreements. These agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and: •should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; •may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; •may apply standards of materiality in a way that is different from what may be viewed as material to our investors; and •were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. 102 Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other t ime, and should not be relied upon by investors. Exhibit Number Description Reference 3.1 Amended and Restated Certificate of Incorporation of the Registrant. Incorporated by reference to Exhibit 3.1 to Primerica's Current Report on Form 8-K dated May 22, 2013 (Commission File No. 001-34680). 3.2 Amended and Restated Bylaws of the Registrant. Incorporated by reference to Exhibit 3.1 to Primerica's Current Report on Form 8-K dated November 15, 2017 (Commission File No. 001-34680). 4.1 Indenture, dated July 16, 2012, among the Registrant and Wells Fargo Bank, National Association, as trustee. Incorporated by reference to Exhibit 4.1 to Primerica's Current Report on Form 8-K dated July 11, 2012 (Commission File No. 001-34680). 4.2 First Supplemental Indenture, dated July 16, 2012, among the Registrant and Wells Fargo Bank, National Association, as trustee . Incorporated by reference to Exhibit 4.2 to Primerica's Current Report on Form 8-K dated July 11, 2012 (Commission File No. 001-34680). 4.3 Form of 4.750% Senior Notes due 2022. Incorporated by reference to Exhibit 4.3 (included in Exhibit 4.2 filed herewith) to Primerica's Current Report on Form 8-K dated July 11, 2012 (Commission File No. 001-34680). 10.1 Credit Agreement, dated as of December 19, 2017 Incorporated by reference to Exhibit 10.1 to Primerica's Current Report on Form 8-K dated December 19, 2017 (Commission File No. 001-34680). 10.2 Tax Separation Agreement dated as of March 30, 2010 by and between the Registrant and Citigroup Inc. Incorporated by reference to Exhibit 10.3 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001- 34680). 10.3 Amended and Restated 80% Coinsurance Agreement dated March 31, 2016 by and between Primerica Life Insurance Company and Pecan Re Inc. Incorporated by reference to Exhibit 10.2 to Primerica's Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). 10.4 10% Coinsurance Agreement dated March 31, 2010 by and between Primerica Life Insurance Company and Prime Reinsurance Company, Inc. Incorporated by reference to Exhibit 10.6 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001- 34680). 10.5 Amendment No. 1 dated as of October 5, 2015 to the 10% Coinsurance Agreement dated March 31, 2010 by and between Primerica Life Insurance Company and Prime Reinsurance Company, Inc. Incorporated by reference to Exhibit 10.29 to Primerica's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (Commission File No. 001-34680). 10.6 Amendment No. 2 dated as of January 25, 2016 to the 10% Coinsurance Agreement dated March 31, 2010 by and between Primerica Life Insurance Company and Prime Reinsurance Company, Inc. Incorporated by reference to Exhibit 10.1 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001- 34680). 10.7 Amendment No. 3 dated as of March 31, 2016 to the 10% Coinsurance Agreement dated March 31, 2010 by and between Primerica Life Insurance Company and Prime Reinsurance Company, Inc. Incorporated by reference to Exhibit 10.2 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001- 34680). 10.8 Amended and Restated 80% Coinsurance Trust Agreement dated March 31, 2016 among Primerica Life Insurance Company, Pecan Re Inc. and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.7 to Primerica's Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). 10.9 Amendment No. 1 dated as of March 30, 2016 to the 80% Coinsurance Trust Agreement dated March 29, 2010 among Prime Reinsurance Company, Inc. Primerica Life Insurance Company, and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.3 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001- 34680). 10.10 Amendment No. 2 dated as of March 31, 2016 to the 80% Coinsurance Trust Agreement dated March 29, 2010 among Prime Reinsurance Company, Inc. Pecan Re Inc., Primerica Life Insurance Company, and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.4 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001- 34680). 10.11 10% Coinsurance Economic Trust Agreement dated March 29, 2010 among Primerica Life Insurance Company, Prime Reinsurance Company, Inc. and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.8 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001- 34680). 10.12 Amendment No. 1 dated as of March 31, 2016 to the 10% Coinsurance Economic Trust Agreement dated March 29, 2010 among Prime Reinsurance Company, Inc. Primerica Life Insurance Company, and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.5 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001- 34680). 10.13 10% Coinsurance Excess Trust Agreement dated March 29, 2010 among Primerica Life Insurance Company, Prime Reinsurance Company, Inc. and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.9 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001- 34680). 103 10.14 Amendment No. 1 dated as of March 31, 2016 to the 10% Coinsurance Excess Trust Agreement dated March 29, 2010 among Prime Reinsurance Company, Inc. Primerica Life Insurance Company, and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.6 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001- 34680). 10.15 Amended and Restated Capital Maintenance Agreement dated as of March 31, 2016 by and between Citigroup Inc. and Prime Reinsurance Company, Inc. Incorporated by reference to Exhibit 10.7 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001- 34680). 10.16 Assignment, Transfer and Novation Agreement dated as of March 31, 2016 among Prime Reinsurance Company, Inc. Pecan Re Inc. and Primerica Life Insurance Company. Incorporated by reference to Exhibit 10.9 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001- 34680). 10.17 90% Coinsurance Agreement dated March 31, 2010 by and between National Benefit Life Insurance Company and American Health and Life Insurance Company. Incorporated by reference to Exhibit 10.11 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001- 34680). 10.18 Trust Agreement dated March 29, 2010 among National Benefit Life Insurance Company, American Health and Life Insurance Company and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.12 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001- 34680). 10.19 Coinsurance Agreement dated March 31, 2010 by and between Primerica Life Insurance Company of Canada and Financial Reassurance Company 2010, Ltd. (currently known as Munich Re Life Insurance Company of Vermont). Incorporated by reference to Exhibit 10.13 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001- 34680). 10.20 Coinsurance Amending Agreement dated as of December 31, 2011 among Primerica Life Insurance Company and Financial Reassurance Company 2010, Ltd. Incorporated by reference to Exhibit 10.19 to Primerica's Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). 10.21 Coinsurance Amending Agreement dated as of October 20, 2016 among Primerica Life Insurance Company, Munich Re Life Insurance Company of Vermont (formerly known as Financial Reassurance Company 2010, Ltd.) and Munich-American Holding Corporation. Incorporated by reference to Exhibit 10.20 to Primerica's Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). 10.22 Monitoring and Reporting Agreement dated as of March 31, 2016 by and among Primerica Life Insurance Company and Pecan Re Inc. Incorporated by reference to Exhibit 10.21 to Primerica's Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). 10.23 Monitoring and Reporting Agreement dated as of March 31, 2010 by and among National Benefit Life Insurance Company and American Health and Life Insurance Company . Incorporated by reference to Exhibit 10.42 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001- 34680). 10.24 Monitoring and Reporting Agreement dated as of March 31, 2010 by and among Primerica Life Insurance Company of Canada and Financial Reassurance Company 2010 Ltd. (currently known as Munich Re Life Insurance Company of Vermont). Incorporated by reference to Exhibit 10.43 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001- 34680). 10.25* Primerica, Inc. Stock Purchase Plan for Agents and Employees. Incorporated by reference to Exhibit 10.45 to Primerica's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001- 34680). 10.26* Primerica, Inc. Second Amended and Restated 2010 Omnibus Incentive Plan. Filed with the Securities and Exchange Commission as part of this Annual Report. 10.27* Form of Primerica, Inc. Performance Stock Unit Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2016 awards). Incorporated by reference to Exhibit 10.26 to Primerica's Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). 10.28* Form of Primerica, Inc. Performance Stock Unit Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2017 awards). Filed with the Securities and Exchange Commission as part of this Annual Report. 10.29* Form of U.S. Employee Restricted Stock Unit Restated Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2015 awards). Incorporated by reference to Exhibit 10.19 to Primerica's Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 001-34680). 10.30* Form of U.S. Employee Restricted Stock Unit Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2016 awards). Incorporated by reference to Exhibit 10.29 to Primerica's Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). 10.31* Form of U.S. Employee Restricted Stock Unit Restated Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2017 awards). Filed with the Securities and Exchange Commission as part of this Annual Report. 10.32* Form of Restated Nonqualified Stock Option Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2013 awards). Incorporated by reference to Exhibit 10.2 to Primerica's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (Commission File No. 001-34680). 10.33* Form of Restated Nonqualified Stock Option Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2014 awards). Incorporated by reference to Exhibit 10.2 to Primerica's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (Commission File No. 001-34680). 104 10.34* Form of Restated Nonqualified Stock Option Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2015 awards). Incorporated by reference to Exhibit 10.22 to Primerica's Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 001-34680). 10.35* Form of Restated Nonqualified Stock Option Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2016 awards). Incorporated by reference to Exhibit 10.33 to Primerica's Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). 10.36 Form of Director Restricted Stock Unit Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2014, 2015 and 2016 awards). Incorporated by reference to Exhibit 10.24 to Primerica's Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 001-34680). 10.37 Form of Director Restricted Stock Unit Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2017 awards). Filed with the Securities and Exchange Commission as part of this Annual Report. 10.38* Form of Indemnification Agreement for Directors and Officers. Incorporated by reference to Exhibit 10.48 to Primerica's Registration Statement on Form S-1 (File No. 333-162918). 10.39* Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Mr. Glenn J. Williams. Incorporated by reference to Exhibit 99.4 to Primerica's Current Report on Form 8-K dated January 2, 2015 (Commission File No. 001-34680). 10.40* Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Mr. Peter W. Schneider. Incorporated by reference to Exhibit 99.5 to Primerica's Current Report on Form 8-K dated January 2, 2015 (Commission File No. 001-34680). 10.41* Amendment dated as of November 17, 2015 to the Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Mr. Peter W. Schneider. Incorporated by reference to Exhibit 10.30 to Primerica's Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 001-34680). 10.42* Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Ms. Alison S. Rand. Incorporated by reference to Exhibit 99.6 to Primerica's Current Report on Form 8-K dated January 2, 2015 (Commission File No. 001-34680). 10.43* Amendment dated as of November 17, 2015 to the Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Ms. Alison S. Rand. Incorporated by reference to Exhibit 10.32 to Primerica's Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 001-34680). 10.44* Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Mr. Gregory C. Pitts. Incorporated by reference to Exhibit 99.7 to Primerica's Current Report on Form 8-K dated January 2, 2015 (Commission File No. 001-34680). 10.45* Amendment dated as of November 17, 2015 to the Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Mr. Gregory C. Pitts. Incorporated by reference to Exhibit 10.34 to Primerica's Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 001-34680). 10.46 Nonemployee Directors' Deferred Compensation Plan, effective as of January 1, 2011, adopted on November 10, 2010. Incorporated by reference to Exhibit 10.31 to Annual Report on Form 10-K for the year ended December 31, 2010 (Commission File No. 001-34680). 12.1 Statement re Computation of Ratios. Filed with the Securities and Exchange Commission as part of this Annual Report. 21.1 Subsidiaries of the Registrant. Filed with the Securities and Exchange Commission as part of this Annual Report. 23.1 Consent of KPMG LLP. Filed with the Securities and Exchange Commission as part of this Annual Report. 31.1 Rule 13a-14(a)/15d-14(a) Certification, executed by Glenn J. Williams, Chief Executive Officer. Filed with the Securities and Exchange Commission as part of this Annual Report. 31.2 Rule 13a-14(a)/15d-14(a) Certification, executed by Alison S. Rand, Executive Vice President and Chief Financial Officer. Filed with the Securities and Exchange Commission as part of this Annual Report. 32.1 Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350), executed by Glenn J. Williams, Chief Executive Officer, and Alison S. Rand, Executive Vice President and Chief Financial Officer. Filed with the Securities and Exchange Commission as part of this Annual Report. 101.INS XBRL Instance Document(1) Filed with the Securities and Exchange Commission as part of this Annual Report. 101.SCH XBRL Taxonomy Extension Schema Filed with the Securities and Exchange Commission as part of this Annual Report. 101.CAL XBRL Taxonomy Extension Calculation Linkbase Filed with the Securities and Exchange Commission as part of this Annual Report. 101.DEF XBRL Taxonomy Extension Definition Linkbase Filed with the Securities and Exchange Commission as part of this Annual Report. 101.LAB XBRL Taxonomy Extension Label Linkbase Filed with the Securities and Exchange Commission as part of this Annual Report. 101.PRE XBRL Taxonomy Extension Presentation Linkbase Filed with the Securities and Exchange Commission as part of this Annual Report. *Identifies a management contract or compensatory plan or arrangement. 105 (1) Includes the following materials contained in this Annual Report on Form 10-K for the year ended December 31, 2017, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. 106 (c) Financial Statement Schedules. Schedule I Consolidated Summary of Investments — Other Than Investments in Related Parties PRIMERICA, INC. December 31, 2017 Type of Investment Amortized cost or cost Fair value Amount at which shown in the balance sheet (In thousands) Fixed maturities: Bonds (1) : United States Government and government agencies and authorities $142,641 $145,834 $145,834 States, municipalities and political subdivisions 54,714 56,127 56,127 Foreign governments 124,980 129,482 129,482 Public utilities - - - Convertibles and bonds with warrants attached 1,718 2,001 2,001 All other corporate bonds (2) 2,293,444 2,376,654 2,334,332 Certificates of deposit - - - Redeemable preferred stocks 3,151 3,444 3,444 Total fixed maturities 2,620,648 2,713,542 2,671,220 Equity securities: Common stocks: Public utilities 6,984 10,666 10,666 Banks, trusts and insurance companies 4,674 7,099 7,099 Industrial, miscellaneous and all other 3,701 5,574 5,574 Nonredeemable preferred stocks 15,972 17,768 17,768 Total equity securities 31,331 41,107 41,107 Mortgage loans on real estate - - - Real estate - - - Policy loans 32,816 32,816 32,816 Other long-term investments - - - Short-term investments - - - Total investments $2,684,795 $2,787,465 $2,745,143 (1) Mortgage-and asset-backed securities are included in the investment types listed based on the entity-type that issued these securities. (2) The amount shown on the balance sheet does not match the amortized cost or cost or fair value for “All other corporate bonds” due to our held-to-maturity security, which is carried at cost on the balance sheet and all other fixed maturities are carried at fair value. See the report of independent registered public accounting firm. 107 Sc hedule II Condensed Financial Information of Registrant PRIMERICA, INC. (Parent Only) Condensed Balance Sheets December 31, 2017 2016 (In thousands) Assets Investments: Fixed-maturity securities available-for-sale, at fair value (amortized cost: $42,812 in 2017 and $52,537 in 2016) $44,405 $53,953 Trading securities, at fair value (cost: $1,371 in 2017 and $50 in 2016) 1,428 51 Total investments 45,833 54,004 Cash and cash equivalents 66,226 13,992 Due from affiliates* 3,272 - Other receivables 438 393 Income taxes 12,151 10,640 Investment in subsidiaries* 1,683,149 1,534,774 Other assets 915 - Total assets $1,811,984 $1,613,803 Liabilities and Stockholders’ Equity Liabilities: Notes payable $373,288 $372,919 Current income tax payable 6,628 2,552 Deferred income taxes 4,311 5,399 Due to affiliates* - 1,108 Interest payable 8,214 8,214 Other liabilities 442 2,237 Commitments and contingent liabilities (see Note E) Total liabilities 392,883 392,429 Stockholders’ equity: Common stock ($0.01 par value; authorized 500,000 in 2017 and 2016; issued and outstanding 44,251 shares in 2017 and 45,721 shares in 2016) 443 457 Paid-in capital - 52,468 Retained earnings 1,375,090 1,138,851 Accumulated other comprehensive income, net of income tax 43,568 29,598 Total stockholders’ equity 1,419,101 1,221,374 Total liabilities and stockholders’ equity $1,811,984 $1,613,803 *Eliminated in consolidation. See the accompanying notes to condensed financial statements. See the report of independent registered public accounting firm. 108 Schedule II Condensed Financial Information of Registrant PRIMERICA, INC. (Parent Only) Condensed Statements of Income Year ended December 31, 2017 2016 2015 (In thousands) Revenues: Dividends from subsidiaries* $256,913 $189,582 $149,187 Net investment income 1,484 1,695 2,224 Realized investment gains (losses), including other-than-temporary impairment losses 179 1,088 (1,762 ) Total revenues 258,576 192,365 149,649 Expenses: Interest expense 18,210 18,180 18,177 Other operating expenses 8,441 12,433 10,603 Total expenses 26,651 30,613 28,780 Income before income taxes 231,925 161,752 120,869 Income taxes (3,756 ) (7,019 ) (7,124 ) Income (loss) before equity in undistributed earnings of subsidiaries 235,681 168,771 127,993 Equity in undistributed earnings of subsidiaries* 114,574 50,643 61,878 Net income $350,255 $219,414 $189,871 *Eliminated in consolidation. See the accompanying notes to condensed financial statements. See the report of independent registered public accounting firm. 109 Schedule II Condensed Financial Information of Registrant PRIMERICA, INC. (Parent Only) Condensed Statements of Comprehensive Income Year ended December 31, 2017 2016 2015 (In thousands) Net income $350,255 $219,414 $189,871 Other comprehensive income (loss) before income taxes: Unrealized investment gains (losses): Equity in unrealized holding gains (losses) on investment securities held by subsidiaries (3,333 ) 9,846 (41,171 ) Change in unrealized holding gains/(losses) on investment securities 356 2,487 (2,745 ) Reclassification adjustment for realized investment (gains) losses included in net income (179 ) (1,088 ) 1,762 Foreign currency translation adjustments: Equity in unrealized foreign currency translation gains of subsidiaries 17,383 6,689 (41,929 ) Total other comprehensive income (loss) before income taxes 14,227 17,934 (84,083 ) Income tax expense (benefit) related to items of other comprehensive income (loss) 257 571 (791 ) Other comprehensive income (loss), net of income taxes 13,970 17,363 (83,292 ) Total comprehensive income $364,225 $236,777 $106,579 See the accompanying notes to condensed financial statements. See the report of independent registered public accounting firm. 110 Schedule II Condensed Financial Information of Registrant PRIMERICA, INC. (Parent Only) Condensed Statements of Cash Flows Year ended December 31, 2017 2016 2015 (In thousands) Cash flows from operating activities: Net income $350,255 $219,414 $189,871 Adjustments to reconcile net income to cash provided by (used in) operating activities: Equity in undistributed earnings of subsidiaries* (1) (150,202 ) (89,820 ) (74,814 ) Deferred tax provision 2,454 167 (1,434 ) Change in income taxes (1,235 ) (523 ) (77 ) Realized investment (gains) losses, including other-than-temporary impairments (179 ) (1,088 ) 1,762 Accretion and amortization of investments 149 (118 ) 808 Depreciation and amortization - - 6 Share-based compensation 6,343 1,227 1,031 Change in due to/from affiliates* (4,380 ) (2,671 ) 2,689 Trading securities sold, matured, or called (acquired), net (1,377 ) (51 ) - Change in other operating assets and liabilities, net (1,514 ) 555 3,135 Net cash provided by (used in) operating activities 200,314 127,092 122,977 Cash flows from investing activities: Available-for-sale investments sold, matured or called: Fixed maturity securities — sold 12,204 29,759 71,019 Fixed-maturity securities — matured or called 56,678 79,914 100,900 Equity 36 - - Available-for-sale investments acquired: Fixed-maturity securities (1) (23,497 ) (50,408 ) (72,131 ) Equity (40 ) - - Net cash provided by (used in) investing activities 45,381 59,265 99,788 Cash flows from financing activities: Dividends paid (35,821 ) (33,367 ) (32,807 ) Common stock repurchased (150,038 ) (150,057 ) (200,084 ) Tax withholdings on share-based compensation (6,734 ) (3,970 ) (7,615 ) Cash proceeds from stock options exercised - - 136 Payment of deferred financing costs (868 ) - - Net cash provided by (used) in financing activities (193,461 ) (187,394 ) (240,370 ) Change in cash and cash equivalents 52,234 (1,037 ) (17,605 ) Cash and cash equivalents, beginning of period 13,992 15,029 32,634 Cash and cash equivalents, end of period $66,226 $13,992 $15,029 Supplemental disclosures of cash flow information: Interest paid $17,813 $17,813 $17,813 *Eliminated in consolidation. (1) Does not include $35.5 million, $39.2 million, and $12.9 million of fixed-maturity securities transferred from subsidiaries in the form of noncash dividends for the years ended December 31, 2017, 2016 and 2015, respectively. See the accompanying notes to condensed financial statements. See the report of independent registered public accounting firm. 111 Schedule II Condensed Financial Information of Registrant PRIMERICA, INC. (Parent Only) Notes to Condensed Financial Statements (A) Description of Business Primerica, Inc. (“we”, “us” or the “Company”) is a holding company with our primary asset being the capital stock of our wholly owned operating subsidiaries, and our primary liability being $375.0 million in principal amount of senior unsecured notes issued in a public offering in 2012 (the “Senior Notes”). Our subsidiaries assist clients in meeting their needs for term life insurance, which our insurance subsidiaries underwrite, and mutual funds, annuities, managed investments and other financial products, which our subsidiaries distribute primarily on behalf of third parties. Our primary subsidiaries include the following entities: Primerica Financial Services, Inc., a general agency and marketing company; Primerica Life Insurance Company ("Primerica Life"), our principal life insurance company; Primerica Financial Services (Canada) Ltd., a holding company for our Canadian operations, which includes Primerica Life Insurance Company of Canada and PFSL Investments Canada Ltd.; and PFS Investments Inc., an investment products company and broker-dealer. Primerica Life, domiciled in Tennessee, owns National Benefit Life Insurance Company, a New York insurance company. Prior to Primerica Life’s re-domestication to Tennessee in December 2017, Primerica Life was a Massachusetts-domiciled life insurance underwriting company. In addition, we established Peach Re, Inc. ("Peach Re") and Vidalia Re, Inc. (“Vidalia Re”) as special purpose financial captive insurance companies domiciled in Vermont and wholly owned subsidiaries of Primerica Life. (B) Basis of Presentation These condensed financial statements reflect the results of operations, financial position and cash flows for the Company. We prepare our financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). These principles are established primarily by the Financial Accounting Standards Board. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect financial statement balances, revenues and expenses and cash flows, as well as the disclosure of contingent assets and liabilities. Management considers available facts and knowledge of existing circumstances when establishing the estimates included in our financial statements. The most significant item that involves a greater degree of accounting estimates subject to change in the future is the determination of our investments in subsidiaries. Estimates for this and other items are subject to change and are reassessed by management in accordance with U.S. GAAP. Actual results could differ from those estimates. The accompanying condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Primerica, Inc. and subsidiaries included in Part II, Item 8 of this report. (C) Note Payable In July 2012, we issued the Senior Notes in a public offering at a price of 99.843% of the principal amount with an annual interest rate of 4.75%, payable semi- annually in arrears on January 15 and July 15. The Senior Notes mature on July 15, 2022. As unsecured senior obligations, the Senior Notes rank equally in right of payment with all existing and future unsubordinated indebtedness and senior to all existing and future subordinated indebtedness of the Company. The Senior Notes are structurally subordinated in right of payment to all existing and future liabilities of our subsidiaries. In addition, the Senior Notes contain covenants that restrict our ability to, among other things, create or incur any indebtedness that is secured by a lien on the capital stock of certain of our subsidiaries, and merge, consolidate or sell all or substantially all of our properties and assets. We were in compliance with the covenants of the Senior Notes at December 31, 2017. No events of default occurred on the Senior Notes during the year ended December 31, 2017. (D) Revolving Credit Facility On December 19, 2017, we entered into a new $200.0 million five-year unsecured revolving credit facility ("Revolving Credit Facility") with a syndicate of commercial banks. Amounts outstanding under the Revolving Credit Facility bear interest at a periodic rate equal to LIBOR or the base rate, plus in either case an applicable margin. The Revolving Credit Facility also permits the issuance of letters of credit. The applicable margins are based on our debt rating with such margins for LIBOR rate loans and letters of credit ranging from 1.125% to 1.625% per annum and for base rate loans ranging from 0.125% to 0.625% per annum. Under the Revolving Credit Facility, we incur a commitment fee that is payable quarterly in arrears and is determined by our debt rating. This commitment fee ranges from 0.125% to 0.225% per annum of the aggregate $200 million commitment of the lenders under the Revolving Credit Facility. As of December 31, 2017, no amounts have been drawn under the Revolving Credit Facility and we were in compliance with its covenants. Furthermore, no events of default have occurred under the Revolving Credit Facility . 112 (E) Dividends For the years ended December 31, 2017, 2016, and 2015, the Company received dividends from our non-life insurance subsidiaries of approximately $96.0 million, $72.5 million, and $86.5 million, respectively. For the years ended December 31, 2017, 2016, and 2015, the Company received dividends from our life insurance subsidiaries of approximately $160.9 million, $117.0 million, and $62.6 million, respectively. (F) Commitments and Contingent Liabilities Peach Re and Vidalia Re have each entered into separate coinsurance agreements with Primerica Life whereby Primerica Life has ceded certain level-premium term life insurance policies to Peach Re and Vidalia Re. In conjunction with these coinsurance agreements, we have capital maintenance agreements with both Peach Re and Vidalia Re. Each capital maintenance agreement requires us at times to make capital contributions to Peach Re and Vidalia Re to ensure that their regulatory accounts, as defined in the coinsurance agreements with Primerica Life, will not be less than $20.0 million for each financial captive insurance company. For Peach Re, the regulatory account will only be used to satisfy obligations under its coinsurance agreement after all other available assets have been used, including a letter of credit issued by Deutsche Bank for the benefit of Primerica Life. For Vidalia Re, the regulatory account will only be used to satisfy obligations under its coinsurance agreement after all other available assets have been used, including its held-to-maturity security ultimately guaranteed by Hannover Life Reassurance Company of America. The Company is involved from time to time in legal disputes, regulatory inquiries and arbitration proceedings in the normal course of business. These disputes are subject to uncertainties, including large and/or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation. As such, the Company is unable to estimate the possible loss or range of loss that may result from these matters. 113 Schedule III Supplementary Insurance Information PRIMERICA, INC. Deferred policy acquisition costs Future policy benefits Unearned premiums Other policy benefits and claims payable Separate account liabilities (In thousands) December 31, 2017 Term Life Insurance $1,861,253 $5,747,317 $- $299,265 $- Investment and Savings Products 64,419 - - - 2,572,766 Corporate and Other Distributed Products 26,220 207,207 486 8,136 106 Total $1,951,892 $5,954,524 $486 $307,401 $2,572,872 December 31, 2016 Term Life Insurance $1,628,957 $5,464,851 $- $258,774 $- Investment and Savings Products 56,933 - - - 2,287,829 Corporate and Other Distributed Products 27,175 209,039 527 9,362 124 Total $1,713,065 $5,673,890 $527 $268,136 $2,287,953 Premium revenue Net investment income Benefits and claims Amortization of deferred policy acquisition costs Other operating expenses Premiums written (In thousands) Year ended December 31, 2017 Term Life Insurance $941,057 $9,931 $398,212 $201,751 $146,604 $- Investment and Savings Products - - - 6,168 403,743 - Corporate and Other Distributed Products 20,281 69,086 17,807 1,480 133,817 821 Total $961,338 $79,017 $416,019 $209,399 $684,164 $821 Year ended December 31, 2016 Term Life Insurance $822,207 $7,634 $350,640 $172,812 $129,569 $- Investment and Savings Products - - - 6,148 374,117 - Corporate and Other Distributed Products 21,502 71,391 17,015 1,622 129,566 844 Total $843,709 $79,025 $367,655 $180,582 $633,252 $844 Year ended December 31, 2015 Term Life Insurance $728,181 $5,985 $322,232 $147,980 $120,538 $- Investment and Savings Products - - - 7,951 367,301 - Corporate and Other Distributed Products 22,043 70,524 17,083 1,796 128,340 908 Total $750,224 $76,509 $339,315 $157,727 $616,179 $908 See the accompanying report of independent registered public accounting firm. 114 Schedule IV Reinsurance PRIMERICA, INC. Year ended December 31, 2017 Gross amount Ceded to other companies Assumed from other companies Net amount Percentage of amount assumed to net (Dollars in thousands) Life insurance in force $767,001,938 $668,446,638 $- $98,555,300 —% Premiums: Life insurance $2,560,885 $1,600,399 $- $960,486 —% Accident and health insurance 1,224 372 - 852 —% Total premiums $2,562,109 $1,600,771 $- $961,338 —% Year ended December 31, 2016 Gross amount Ceded to other companies Assumed from other companies Net amount Percentage of amount assumed to net (Dollars in thousands) Life insurance in force $731,822,070 $643,364,460 $- $88,457,610 —% Premiums: Life insurance $2,442,968 $1,600,125 $- $842,843 —% Accident and health insurance 1,300 434 - 866 —% Total premiums $2,444,268 $1,600,559 $- $843,709 —% Year ended December 31, 2015 Gross amount Ceded to other companies Assumed from other companies Net amount Percentage of amount assumed to net (Dollars in thousands) Life insurance in force $696,939,187 $616,255,740 $- $80,683,447 —% Premiums: Life insurance $2,343,877 $1,594,606 $- $749,271 —% Accident and health insurance 1,567 614 - 953 —% Total premiums $2,345,444 $1,595,220 $- $750,224 —% See the accompanying report of independent registered public accounting firm 115 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Primerica, Inc. By: /s/ Alison S. Rand February 26, 2018 Alison S. Rand Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ D. Richard Williams Chairman of the Board February 26, 2018 D. Richard Williams /s/ Glenn J. Williams Chief Executive Officer (Principal Executive Officer) and Director February 26, 2018 Glenn J. Williams /s/ Alison S. Rand Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) February 26, 2018 Alison S. Rand /s/ John A. Addison, Jr. Director February 26, 2018 John A. Addison, Jr. /s/ Joel M. Babbit Director February 26, 2018 Joel M. Babbit /s/ P. George Benson Director February 26, 2018 P. George Benson /s/ C. Saxby Chambliss Director February 26, 2018 C. Saxby Chambliss /s/ Gary L. Crittenden Director February 26, 2018 Gary L. Crittenden /s/ Cynthia N. Day Director February 26, 2018 Cynthia N. Day /s/ Mark Mason Director February 26, 2018 Mark Mason /s/ Robert F. McCullough Director February 26, 2018 Robert F. McCullough /s/ Beatriz R. Perez Director February 26, 2018 Beatriz R. Perez /s/ Barbara A. Yastine Director February 26, 2018 Barbara A. Yastine 116 Exhibit 10.26* PRIMERICA, INC. SECOND AMENDED AND RESTATED 2010 OMNIBUS INCENTIVE PLAN 1.Purpose The purposes of the Primerica, Inc. 2010 Omnibus Incentive Plan (the “Plan”) are to (i) align the long-term financial interests of employees, directors, consultants, agents and other service providers of the Company and its Subsidiaries with those of the Company’s stockholders; (ii) attract and retain those individuals by providing compensation opportunities that are competitive with other companies; and (iii) provide incentives to those individuals who contribute significantly to the long-term performance and growth of the Company and its Subsidiaries. 2.Term (a) Effective Date . The Plan was originally adopted by the Board on March 31, 2010, and became effective as of April 1, 2010. It was amended by the Board on March 23, 2011, subject to stockholder approval, which was obtained on May 18, 2011. It was later amended by the Board on February 16, 2017 and was approved to stockholder on May 17, 2017. (b) Duration . Subject to the right of the Board to amend or terminate the Plan at any time pursuant to Section 21 hereof, the Plan shall remain in effect until the earlier of (a) the date all shares of Common Stock subject to the Plan have been purchased or acquired according to the Plan’s provisions or (b) the tenth anniversary of the date the Plan becomes effective pursuant to Section 2(a) hereof. No Awards shall be granted under the Plan after such termination date but Awards granted prior to such termination date shall remain outstanding in accordance with their terms. 3.Definitions “ Award ” shall mean an Option, SAR, Stock Award or Cash Award granted under the Plan. “ Award Agreement ” shall mean any written agreement, contract, or other instrument or document evidencing an Award. “ Board ” shall mean the Board of Directors of the Company. “ Cash Award ” means cash awarded under Section 7(d) of the Plan, including cash awarded as a bonus or upon the attainment of Performance Criteria or otherwise as permitted under the Plan. “ Cause ” shall have meaning set forth in the Participant’s employment agreement with the Company, as in effect on the date an Award is granted; provided that if no such agreement or definition exists, “Cause” shall mean, unless otherwise specified in the Award Agreement, (i) a failure of the Participant to substantially perform his or her duties (other than as a result of physical or mental illness or injury); (ii) the Participant’s willful misconduct or gross negligence; (iii) a material breach by the Participant of the Participant’s fiduciary duty or duty of loyalty to the Company or any affiliate; (iv) the plea of guilty or nolo contendere by the Participant to (or conviction of the Participant for the commission of) any felony or any other serious crime i nvolving moral turpitude; (v) a material breach of the Participant’s obligations under any agreement entered into between the Participant and the Company or any affiliate; or (vii) a material breach of the Company’s written policies or procedures. “ Change of Control ” shall have the meaning set forth in Section 14. “ Code ” shall mean the Internal Revenue Code of 1986, as amended, including any rules and regulations promulgated thereunder and any successor thereto. “ Committee ” shall mean the Board or a committee designated by the Board to administer the Plan. With respect to Awards granted to Covered Employees (or individuals expected to become Covered Employees), such committee shall consist of two or more individuals, each of whom, unless otherwise determined by the Board, is an “outside director” within the meaning of Section 162(m) of the Code and a “nonemployee director” within the meaning of Rule 16b-3 of the Exchange Act. “ Common Stock ” shall mean the common stock of the Company, par value $.01 per share. “ Company ” shall mean Primerica, Inc., a Delaware corporation. “ Covered Employee ” shall mean a “covered employee,” as such term is defined in Section 162(m)(3) of the Code. “ Deferred Stock ” shall mean an Award payable in shares of Common Stock at the end of a specified deferral period that is subject to the terms, conditions and limitations described or referred to in Section 7(c)(iv). “Disability” shall, unless otherwise provided in an Award Agreement, mean that the Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of Primerica; provided, that, if applicable to the Award, “Disability” shall be determined in a manner consistent with Section 409A of the Code. “ Eligible Recipient ” shall mean (i) any employee (including any officer) of the Company or any Subsidiary, (ii) any director of the Company or any Subsidiary or (iii) any individual performing services for the Company or a Subsidiary in the capacity of a consultant or otherwise. “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder and any successor thereto. “ Fair Market Value ” shall mean, with respect to Common Stock or other property, the fair market value of such Common Stock or other property determined by such methods or 2 procedures as shall be established from time to time by the Committee. Unless otherwise determined by the Committee in good faith, the per share Fair Market Value of Common Stock as of a particular date shall mean (i) the closing price per share of Common Stock on the national securities exchange on which the Common Stock is principally traded, for the las t preceding date on which there was a sale of such Common Stock on such exchange, or (ii) if the shares of Common Stock are then traded in an over-the- counter market, the average of the closing bid and asked prices for the shares of Common Stock in such ov er-the-counter market for the last preceding date on which there was a sale of such Common Stock in such market, or (iii) if the shares of Common Stock are not then listed on a national securities exchange or traded in an over-the-counter market, such valu e as the Committee, in its sole discretion, shall determine. “ ISO ” shall mean an Option intended to be and designated as an incentive stock option within the meaning of Section 422 of the Code. “Nonemployee Directors’ Deferred Compensation Plan” shall mean the Primerica, Inc. Nonemployee Directors’ Deferred Compensation Plan effective as of January 1, 2011 pursuant to which nonemployee members of the Board may elect to defer cash or equity compensation and to receive all of such deferral amounts in the form of Common Stock at such later date as is specified in the Board member’s election documents. “ Nonqualified Stock Option ” shall mean an Option that is granted to a Participant that is not designated as an ISO. “ Option ” shall mean the right to purchase a specified number of shares of Common Stock at a stated exercise price for a specified period of time subject to the terms, conditions and limitations described or referred to in Section 7(a). The term “Option” as used in the Plan includes the terms “Nonqualified Stock Option” and “ISO.” “ Participant ” shall mean an Eligible Recipient who has been granted an Award under the Plan. “ Performance Criteria ” shall mean performance criteria based on the attainment by the Company or any Subsidiary (or any division or business unit of such entity) of performance measures pre-established by the Committee in its sole discretion, based on one or more of the following: (1) return on total stockholder equity; (2) earnings per share of Common Stock; (3) net income (before or after taxes); (4) earnings before any or all of interest, taxes, minority interest, depreciation and amortization; (5) sales or revenues; (6) return on assets, capital or investment; (7) market share; (8) cost reduction goals; (9) implementation or completion of critical projects or processes; (10) cash flow; (11) gross or net profit margin; (12) achievement of strategic goals; (13) growth and/or performance of the Company’s sales force; (14) operating service levels; and (15) any combination of, or a specified increase in, any of the foregoing. The Performance Criteria may be based upon the attainment of specified levels of performance under one or more of the measures described above relative to the performance of other entities. To the extent permitted under Section 162(m) of the Code (including, without limitation, compliance with any requirements for stockholder approval) or to the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee in its sole discretion may designate additional business criteria on which the Performance 3 Criteria may be based or adjust, modify or amend the aforementioned business criteria. Performance Criteria may include a threshold level of p erformance below which no Award will be earned, a level of performance at which the target amount of an Award will be earned and a level of performance at which the maximum amount of the Award will be earned. The Committee, in its sole discretion, shall m ake equitable adjustments to the Performance Criteria in recognition of unusual or non-recurring events affecting the Company or any Subsidiary or the financial statements of the Company or any Subsidiary, in response to changes in applicable laws or regul ations, including changes in generally accepted accounting principles, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles, as applicable. Notwithstanding the foregoing, with respect to Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code, any such adjustments shall be made only to the ex tent that the Committee determines that such adjustments may be made without jeopardizing the tax deductibility of such Awards by the Company on account of Section 162(m). " Person " shall have the meaning set forth in Section 14(d)(2) of the Exchange Act. “ Plan Administrator ” shall have the meaning set forth in Section 11. “ Restricted Stock ” shall mean an Award of Common Stock that is subject to the terms, conditions, restrictions and limitations described or referred to in Section 7(c)(iii). “ SAR ” shall mean a stock appreciation right that is subject to the terms, conditions, restrictions and limitations described or referred to in Section 7(b). “ Section 16(a) Officer ” shall mean an Eligible Recipient who is subject to the reporting requirements of Section 16(a) of the Exchange Act. “ Separation from Service ” shall have the meaning set forth in Section 1.409A-1(h) of the Treasury Regulations. “ Specified Employee ” shall have the meaning set forth in Section 409A of the Code and the Treasury Regulations promulgated thereunder. “ Stock Award ” shall have the meaning set forth in Section 7(c)(i). “ Stock Payment ” shall mean a stock payment that is subject to the terms, conditions, and limitations described or referred to in Section 7(c)(ii). “ Stock Unit ” shall mean a stock unit that is subject to the terms, conditions and limitations described or referred to in Section 7(c) (v). “ Subsidiary ” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations (other than the last corporation) in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in the chain 4 (or such lesser percent as is per mitted by Section 1.409A-1(b)(5)(iii)(E) of the Treasury Regulations). “ Treasury Regulations ” shall mean the regulations promulgated under the Code by the United States Internal Revenue Service, as amended. 4.Administration (a) Committee Authority . The Committee shall have full and exclusive power to administer and interpret the Plan and Award Agreements, to grant Awards and to adopt such administrative rules, regulations, procedures and guidelines governing the Plan and the Awards as it deems appropriate, in its sole discretion, from time to time. The Committee’s authority shall include, but not be limited to, the authority to (i) determine the type of Awards to be granted under the Plan; (ii) select Award recipients and determine the extent of their participation; (iii) determine Performance Criteria no later than such time as required to ensure that an underlying Award which is intended to qualify as “performance-based compensation under” Section 162(m) of the Code would so qualify; and (iv) establish all other terms, conditions, and limitations applicable to Awards, Award programs and, if applicable, the shares of Common Stock issued pursuant thereto. The Committee may accelerate or defer the vesting or payment of Awards, cancel or modify outstanding Awards, waive any conditions or restrictions imposed with respect to Awards or the Common Stock issued pursuant to Awards and make any and all other determinations that it deems appropriate with respect to the administration of the Plan, subject to (A) the limitations contained in Section 4(d) of this Plan and Section 409A of the Code with respect to all Participants and (B) the provisions of Section 162(m) of the Code with respect to Awards to Covered Employees that are intended to qualify as “performance-based compensation” thereunder. For Awards to Covered Employees that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, no amount shall be earned or paid under the Plan prior to the written certification by the Committee that, and the extent to which, the Performance Criteria have been attained. The Committee may establish such other rules applicable to such Awards to the extent not inconsistent with Section 162(m) of the Code. (b) Administration of the Plan . The administration of the Plan shall be managed by the Committee. All determinations of the Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by written consent. The Committee shall have the power to prescribe and modify the forms of Award Agreement, correct any defect, supply any omission or clarify any inconsistency in the Plan and/or in any Award Agreement and take such actions and make such administrative determinations that the Committee deems appropriate in its sole discretion. Any decision of the Committee in the administration of the Plan, as described herein, shall be final, binding and conclusive on all parties concerned, including the Company, its stockholders and Subsidiaries and all Participants. (c) Delegation of Authority . To the extent permitted by applicable law, the Committee may at any time delegate to one or more officers or directors of the Company some or all of its authority over the administration of the Plan, with respect to individuals who are not 5 Section 16(a) Officers or Covered Employees. For purposes of clarity, the Committee may delegate pursuant to this Section 4(c) any action that this Plan requires be taken by the Committee. (d) Prohibition Against Repricing . Except as set forth in Section 6(e) hereof, the terms of outstanding Awards may not be amended to reduce the exercise price of outstanding Options or SARs or cancel outstanding Options or SARs in exchange for cash, other Awards, or Options and SARs with an exercise price that is less than the exercise price of the original Options or SARs without shareholder approval. (e) Indemnification . No member of the Committee or any other Person to whom any duty or power relating to the administration or interpretation of the Plan has been delegated shall be personally liable for any action or determination made with respect to the Plan, except for his or her own willful misconduct or as expressly provided by statute. The members of the Committee and its delegates, including any employee with responsibilities relating to the administration of the Plan, shall be entitled to indemnification and reimbursement from the Company, to the extent permitted by applicable law and the By-laws and policies of the Company. In the performance of its functions under the Plan, the Committee (and each member of the Committee and its delegates) shall be entitled to rely upon information and advice furnished by the Company’s officers, accountants, counsel and any other party they deem appropriate, and neither the Committee nor any such Person shall be liable for any action taken or not taken in reliance upon any such advice. 5.Participation (a) Eligible Employees . Subject to Section 7 hereof, the Committee shall determine, in its sole discretion, which Eligible Recipients shall be granted Awards under the Plan. (b) Participation outside of the United States . In order to facilitate the granting of Awards to Employees who are foreign nationals or who are employed outside of the U.S., the Committee may provide for such special terms and conditions, including, without limitation, substitutes for Awards, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. The Committee may approve any supplements to, or amendments, restatements or alternative versions of, this Plan as it may consider necessary or appropriate for the purposes of this Section 5(b) without thereby affecting the terms of this Plan as in effect for any other purpose, and the appropriate officer of the Company may certify any such documents as having been approved and adopted pursuant to properly delegated authority; provided, that no such supplements, amendments, restatements or alternative versions shall include any provisions that are inconsistent with the intent and purpose of this Plan, as then in effect; and further provided that any such action taken with respect to an Award to a Covered Employee that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code shall be taken in compliance with Section 162(m) of the Code and that any such action taken with respect to an Award to any Eligible Recipient that is subject to Section 409A of the Code shall be taken in compliance with Section 409A of the Code. 6 6.Available Shares of Common Stock; Limitations on Director Compensation (a) Shares Subject to the Plan . Common Stock issued pursuant to Awards granted under the Plan may be shares that have been authorized but unissued, or have been previously issued and reacquired by the Company, or both. Reacquired shares of Common Stock may consist of shares purchased in open market transactions or otherwise. Subject to the following provisions of this Section 6, the aggregate number of shares of Common Stock that may be issued to Participants pursuant to Awards shall not exceed 12,200,000 shares of Common Stock, all of which may be granted as ISOs. (b) Forfeited and Expired Awards . Awards (or a portion of an Award) made under the Plan which, at any time, are forfeited, expire or are canceled or settled without issuance of shares of Common Stock shall not count towards the maximum number of shares that may be issued under the Plan as set forth in Section 6(a) and shall be available for future Awards under the Plan. Notwithstanding the foregoing, any and all shares of Common Stock that are (i) tendered in payment of an Option exercise price (whether by attestation or by other means); (ii) withheld by the Company to satisfy any tax withholding obligation; (iii) repurchased by the Company with Option exercise proceeds; or (iv) covered by a SAR (to the extent that it is exercised and settled in shares of Common Stock, without regard to the number of shares of Common Stock that are actually issued to the Participant upon exercise) shall be considered issued pursuant to the Plan and shall not be added to the maximum number of shares that may be issued under the Plan as set forth in Section 6(a). (c) Other Items Not Included in Allocation . The maximum number of shares that may be issued under the Plan as set forth in Section 6(a) shall not be affected by (i) the payment in cash of dividends or dividend equivalents in connection with outstanding Awards; (ii) the granting or payment of stock-denominated Awards that by their terms may be settled only in cash or the granting of Cash Awards; or (iii) Awards that are granted in connection with a transaction between the Company or a Subsidiary and another entity or business in substitution or exchange for, or conversion adjustment, assumption or replacement of, awards previously granted by such other entity to any individuals who have become Eligible Recipients as a result of such transaction. (d) Other Limitations on Shares that May be Granted under the Plan; Limitations on Director Compensation . (i) Subject to Section 6(e), the aggregate number of shares of Common Stock that may be granted to any Participant during a calendar year in the form of Options, SARs, and/or Stock Awards shall not exceed 1,000,000 shares. Determinations made under this Section 6(d) with respect to Covered Employees shall be made in a manner consistent with Section 162(m) of the Code. (ii) The aggregate number of shares of Common Stock that may be granted to any member of the Board (excluding any Covered Employee who is also a member of the Board) during a calendar year under this Plan in the form of Options, SARs, Stock Awards and/or Cash Awards (and excluding for these purposes shares granted under the 7 Nonemployee Directors’ Deferred Compensation Plan) shall not exceed shares valued at $400,000 as of the grant date. (iii) The aggregate cash value that can be paid to any member of the Board (excluding any Covered Employee who is also a member of the Board) during a calendar year as payment of an annual retainer, chair fees, committee fees, or otherwise (and excluding for these purposes any reimbursement of expenses) shall not exceed $200,000. (e) Adjustments . In the event of any change in the Company’s capital structure, including, but not limited to, a change in the number of shares of Common Stock outstanding, on account of (i) any stock dividend, stock split, reverse stock split or any similar equity restructuring or (ii) any combination or exchange of equity securities, merger, consolidation, recapitalization, reorganization, or divesture or any other similar event affecting the Company’s capital structure, to reflect such change in the Company’s capital structure, the Committee shall make appropriate equitable adjustments to the maximum number of shares of Common Stock that may be issued under the Plan as set forth in Section 6(a) and (but, with respect to Awards to Covered Employees that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, only to the extent permitted under Section 162(m) of the Code) to the maximum number of shares that may be granted to any single individual pursuant to Section 6(d). In the event of any extraordinary dividend, divestiture or other distribution (other than ordinary cash dividends) of assets to stockholders, or any transaction or event described above, to the extent necessary to prevent the enlargement or diminution of the rights of Participants, the Committee shall make appropriate equitable adjustments to the number or kind of shares subject to an outstanding Award, the exercise price applicable to an outstanding Award (subject to the limitation contained in Section 4(d)), and/or any measure of performance that relates to an outstanding Award, including any applicable Performance Criteria. Any adjustment to ISOs under this Section 6(e) shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 6(e) shall be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. With respect to Awards subject to Section 409A of the Code, any adjustments under this Section 6(e) shall conform to the requirements of Section 409A of the Code. Furthermore, with respect to Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments shall be made only to the extent that the Committee determines that such adjustments may be made without jeopardizing the tax deductibility of such Awards by the Company to be denied a tax deduction on account of Section 162(m) of the Code. Notwithstanding anything set forth herein to the contrary, the Committee may, in its discretion, decline to adjust any Award made to a Participant, if it determines that such adjustment would violate applicable law or result in adverse tax consequences to the Participant or to the Company. 7.Awards Under The Plan Awards under the Plan may be granted as Options, SARs, Stock Awards or Cash Awards, as described below. Awards may be granted singly, in combination or in tandem as determined by the Committee, in its sole discretion. All awards to Section 16(a) Officers shall be subject to a minimum vesting period of three years, provided that such minimum vesting period shall not 8 apply to any Section 16(a) officer who retires from the Company during the three year vestin g period and who, at the time of his or her retirement, is eligible for accelerated vesting upon retirement. (a) Options . Options granted under the Plan shall be designated as Nonqualified Stock Options or ISOs. Options shall expire after such period, not to exceed ten years, as may be determined by the Committee. If an Option is exercisable in installments, such installments or portions thereof that become exercisable shall remain exercisable until the Option expires or is otherwise canceled pursuant to its terms. Except as otherwise provided in this Section 7(a), Options shall be subject to the terms, conditions, restrictions, and limitations determined by the Committee, in its sole discretion, from time to time. (i) ISOs . The terms and conditions of ISOs granted hereunder shall be subject to the provisions of Section 422 of the Code and the terms, conditions, limitations and administrative procedures established by the Committee from time to time in accordance with the Plan. At the discretion of the Committee, ISOs may be granted only to an employee of the Company, its “parent corporation” (as such term is defined in Section 424(e) of the Code) or a Subsidiary. (ii) Exercise Price . The Committee shall determine the exercise price per share for each Option, which shall not be less than 100% of the Fair Market Value of the Common Stock for which the Option is exercisable at the time of grant. (iii) Exercise of Options . Upon satisfaction of the applicable conditions relating to vesting and exercisability, as determined by the Committee, and upon provision for the payment in full of the exercise price and applicable taxes due, the Participant shall be entitled to exercise the Option and receive the number of shares of Common Stock issuable in connection with the Option exercise. The shares of Common Stock issued in connection with the Option exercise may be subject to such conditions and restrictions as the Committee may determine, from time to time. The exercise price of an Option and applicable withholding taxes relating to an Option exercise may be paid by methods permitted by the Committee from time to time including, but not limited to, (1) a cash payment; (2) tendering (either actually or by attestation) shares of Common Stock owned by the Participant (for any minimum period of time that the Committee, in its discretion, may specify), valued at the Fair Market Value at the time of exercise; (3) arranging to have the appropriate number of shares of Common Stock issuable upon the exercise of an Option withheld or sold; or (4) any combination of the above. Additionally, the Committee may provide that an Option may be “net exercised,” meaning that upon the exercise of an Option or any portion thereof, the Company shall deliver the greatest number of whole shares of Common Stock having a Fair Market Value on the date of exercise not in excess of the difference between (x) the aggregate Fair Market Value of the shares of Common Stock subject to the Option (or the portion of such Option then being exercised) and (y) the aggregate exercise price for all such shares of Common Stock under the Option (or the portion thereof then being exercised) plus (to the extent it would not give rise to adverse accounting consequences pursuant to applicable accounting principles) the amount of withholding tax due upon exercise, with 9 any fractional share that would result from such equation to be payable in cash, to the extent practicable, or canceled. (iv) ISO Grants to 10% Stockholders . Notwithstanding anything to the contrary in this Section 7(a), if an ISO is granted to a Participant who owns stock representing more than ten percent of the voting power of all classes of stock of the Company, its “parent corporation” (as such term is defined in Section 424 (e) of the Code) or a Subsidiary, the term of the Option shall not exceed five years from the time of grant of such Option and the exercise price shall be at least 110 percent of the Fair Market Value (at the time of grant) of the Common Stock subject to the Option. (v) $100,000 Per Year Limitation for ISOs . To the extent the aggregate Fair Market Value (determined at the time of grant) of the Common Stock for which ISOs are exercisable for the first time by any Participant during any calendar year (under all plans of the Company) exceeds $100,000, such excess ISOs shall be treated as Nonqualified Stock Options. (vi) Disqualifying Dispositions . Each Participant awarded an ISO under the Plan shall notify the Company in writing immediately after the date he or she makes a “disqualifying disposition” of any shares of Common Stock acquired pursuant to the exercise of such ISO. A “disqualifying disposition” is any disposition (including any sale) of such Common Stock before the later of (i) two years after the time of grant of the ISO and (ii) one year after the date the Participant acquired the shares of Common Stock by exercising the ISO. The Company may, if determined by the Committee and in accordance with procedures established by it, retain possession of any shares of Common Stock acquired pursuant to the exercise of an ISO as agent for the applicable Participant until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such Stock. (b) Stock Appreciation Rights . A SAR represents the right to receive a payment in cash, Common Stock, or a combination thereof, in an amount equal to the excess of the Fair Market Value of a specified number of shares of Common Stock at the time the SAR is exercised over the exercise price of such SAR, which shall be no less than 100% of the Fair Market Value of the same number of shares at the time the SAR was granted. Except as otherwise provided in this Section 7(b), SARs shall be subject to the terms, conditions, restrictions and limitations determined by the Committee, in its sole discretion, from time to time. A SAR may only be granted to an Eligible Recipient to whom an Option could be granted under the Plan. (c) Stock Awards . (i) Form of Awards . The Committee may grant Awards that are payable in shares of Common Stock or denominated in units equivalent in value to shares of Common Stock or are otherwise based on or related to shares of Common Stock (“Stock Awards”), including, but not limited to, Restricted Stock, Deferred Stock and Stock Units. Stock Awards shall be subject to such terms, conditions (including, without limitation, service-based and performance-based vesting conditions), restrictions and 10 limitations as the Committee may determine to be applicable to such Stock Awards, in its sole discretion, from time to time. (ii) Stock Payment . If not prohibited by applicable law, the Committee may issue unrestricted shares of Common Stock, alone or in tandem with other Awards, in such amounts and subject to such terms and conditions as the Committee shall from time to time in its sole discretion determine; provided, however, that to the extent Section 409A of the Code is applicable to the grant of unrestricted shares of Common Stock that are issued in tandem with another Award, then such tandem Awards shall conform to the requirements of Section 409A of the Code. A Stock Payment may be granted as, or in payment of, a bonus (including, without limitation, any compensation that is intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code), or to provide incentives or recognize special achievements or contributions. (iii) Restricted Stock . Restricted Stock shall be subject to the terms, conditions, restrictions, and limitations determined by the Committee, in its sole discretion, from time to time. The number of shares of Restricted Stock allocable to an Award under the Plan shall be determined by the Committee in its sole discretion. (iv) Deferred Stock . Subject to Section 409A of the Code to the extent applicable, Deferred Stock shall be subject to the terms, conditions, restrictions and limitations determined by the Committee, in its sole discretion, from time to time. A Participant who receives an Award of Deferred Stock shall be entitled to receive the number of shares of Common Stock allocable to his or her Award, as determined by the Committee in its sole discretion, from time to time, at the end of a specified deferral period determined by the Committee. Awards of Deferred Stock represent only an unfunded, unsecured promise to deliver shares in the future and do not give Participants any greater rights than those of an unsecured general creditor of the Company. (v) Stock Units . A Stock Unit is an Award denominated in shares of Common Stock that may be settled either in shares of Common Stock or in cash, in the discretion of the Committee, and, subject to Section 409A of the Code to the extent applicable, shall be subject to such other terms, conditions, restrictions and limitations determined by the Committee from time to time in its sole discretion. (d) Cash Awards . The Committee may grant Awards that are payable to Participants in cash, as deemed by the Committee to be consistent with the purposes of the Plan, and, except as otherwise provided in this Section 7(d), such Cash Awards shall be subject to the terms, conditions, restrictions, and limitations determined by the Committee, in its sole discretion, from time to time. Awards granted pursuant to this Section 7(d) may be granted with value and payment contingent upon the achievement of Performance Criteria, and, if so granted, such criteria shall relate to periods of performance equal to or exceeding one calendar year. The maximum amount that any Covered Employee may receive with respect to a Cash Award granted pursuant to this Section 7(d) in respect of any annual performance period is $10,000,000 and for any other performance period in excess of one year, such amount multiplied by a fraction, the numerator of which is the number of months in the performance period and the 11 denominator of which is twelve. Payments earned hereunder may be decreased or, with respect to any Participant who is not a Covered Employee, increased in the sole discretion of the Committee based on such factors as it deems appropriate. No payment shall be made to a Covered Employee under this Section 7(d) with respect to an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code prior to the written certificat ion by the Committee that, and the extent to which, the Performance Criteria have been attained. The Committee may establish such other rules applicable to Cash Awards to the extent not inconsistent with Section 162(m) of the Code. 8.Forfeiture Following Termination of Employment. Except where prohibited by applicable law or where otherwise determined by the Committee, in any instance where the rights of a Participant with respect to an Award extend past the date of termination of a Participant’s employment with the Company or its Subsidiaries, all of such rights shall terminate and be forfeited, if, in the determination of the Committee, the Participant, at any time subsequent to his or her termination of employment, engages, directly or indirectly, either personally or as an employee, agent, partner, stockholder, officer or director of, or consultant to, any Person engaged in any business in which the Company or its Subsidiaries is engaged, in conduct that breaches any obligation or duty of such Participant to the Company or a Subsidiary or that is in material competition with the Company or a Subsidiary or is materially injurious to the Company or a Subsidiary, monetarily or otherwise, which conduct shall include, but not be limited to, (i) disclosing or misusing any confidential information pertaining to the Company or a Subsidiary; (ii) any attempt, directly or indirectly, to induce any employee, agent, insurance agent, insurance broker or broker-dealer of the Company or any Subsidiary to be employed or perform services elsewhere; (iii) any attempt by a Participant, directly or indirectly, to solicit the trade of any customer or supplier or prospective customer or supplier of the Company or any Subsidiary; or (iv) disparaging the Company, any Subsidiary or any of their respective officers or directors. The Committee shall make the determination of whether any conduct, action or failure to act falls within the scope of activities contemplated by this Section 8, in its sole discretion. For purposes of this Section 8, a Participant shall not be deemed to be a stockholder of a competing entity if the Participant’s record and beneficial ownership amount to not more than one percent of the outstanding capital stock of any company subject to the periodic and other reporting requirements of the Exchange Act. 9.Forfeiture of a Consultant or Independent Contractor. (a) Following Termination of Service. Except where prohibited by applicable law or where otherwise determined by the Committee, in any instance where the rights of a Participant with respect to an Award extend past the date of termination of a Participant’s service to the Company or its Subsidiaries as a consultant or independent contractor, all of such rights shall terminate and be forfeited, if, in the determination of the Committee, the Participant, at any time subsequent to his or her termination of service, engages, directly or indirectly, either personally or as an employee, agent, partner, stockholder, officer or director of, or consultant to, any Person engaged in any business in which the Company or its Subsidiaries is engaged, in conduct that breaches any obligation or duty of such Participant to the Company or a Subsidiary (including any restrictive covenants contained in such Participant’s contracts with the Company or a 12 Subsidiary) or that is in material competition with the Company or a Subsidiary or is materially injurious to the Company or a Subsidiary, monetarily or otherwise, which conduct shall include, but not be limited to, (i) disclosing o r misusing any confidential information pertaining to the Company or a Subsidiary; (ii) any attempt, directly or indirectly, to induce any employee, agent, insurance agent, insurance broker or broker-dealer of the Company or any Subsidiary to be employed o r perform services elsewhere; (iii) any attempt by a Participant, directly or indirectly, to solicit the trade of any customer or supplier or prospective customer or supplier of the Company or any Subsidiary; or (iv) disparaging the Company, any Subsidiary or any of their respective officers or directors. The Committee shall make the determination of whether any conduct, action or failure to act falls within the scope of activities contemplated by this Section 9(a), in its sole discretion. For purposes of this Section 9(a), a Participant shall not be deemed to be a stockholder of a competing entity if the Participant’s record and beneficial ownership amount to not more than one percent of the outstanding capital stock of any company subject to the periodic and other reporting requirements of the Exchange Act. (b) During Service Period with the Company. In the event that the Committee determines that an A ward that was granted, vested or paid to a Participant who is classified by the Company or a Subsidiary as a consultant or independent contractor based on the achievement of certain criteria would not have been granted, vested or paid absent error, fraud or misconduct on the part of the Participant or any other consultant or independent contractor in his or her sales organization, the Committee may cause the partial or full cancellation of such Award to address the error, fraud or misconduct. 10.Dividends and Dividend Equivalents The Committee may, in its sole discretion, provide that Stock Awards shall earn dividends or dividend equivalents, as applicable. Such dividends or dividend equivalents may be paid currently or may be credited to an account maintained on the books of the Company. Any payment or crediting of dividends or dividend equivalents will be subject to such terms, conditions, restrictions and limitations as the Committee may establish, from time to time, in its sole discretion, including, without limitation, reinvestment in additional shares of Common Stock or common share equivalents; provided, however, if the payment or crediting of dividends or dividend equivalents is in respect of a Stock Award that is subject to Section 409A of the Code, then the payment or crediting of such dividends or dividend equivalents shall conform to the requirements of Section 409A of the Code and such requirements shall be specified in writing. Notwithstanding the foregoing, dividends or dividend equivalents may not be paid or accrue with respect to any Stock Award subject to the achievement of Performance Criteria, unless and until the relevant Performance Criteria have been satisfied, and then only to the extent determined by the Committee, as specified in the Award Agreement. 11.Voting The Committee shall determine whether a Participant shall have the right to direct the vote of shares of Common Stock allocated to a Stock Award. If the Committee determines that a Stock Award shall carry voting rights, the shares allocated to such Stock Award shall be voted by such Person as the Committee may designate (the “Plan Administrator”) in accordance with 13 instructions received from Participants (unless to do so would constitute a violation of fiduciary duties or any applic able exchange rules). In such cases, shares subject to Awards as to which no instructions are received shall be voted by the Plan Administrator proportionately in accordance with instructions received with respect to all other Awards (including, for these purposes, outstanding awards granted under any other plan of the Company) that are eligible to vote (unless to do so would constitute a violation of fiduciary duties or any applicable exchange rules). 12.Payments and Deferrals (a) Payment of vested Awards may be in the form of cash, Common Stock or combinations thereof as the Committee shall determine, subject to such terms, conditions, restrictions and limitations as it may impose. The Committee may (i) postpone the exercise of Options or SARs (but not beyond their expiration dates), (ii) require or permit Participants to elect to defer the receipt or issuance of shares of Common Stock pursuant to Awards or the settlement of Awards in cash (including Cash Awards) under such rules and procedures as it may establish, in its discretion, from time to time, (iii) provide for deferred settlements of Awards including the payment or crediting of earnings on deferred amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated in common share equivalents, (iv) stipulate in any Award Agreement, either at the time of grant or by subsequent amendment, that a payment or portion of a payment of an Award be delayed in the event that Section 162(m) of the Code (or any successor or similar provision of the Code) would disallow a tax deduction by the Company for all or a portion of such payment; provided, that the period of any such delay in payment shall be until the payment, or portion thereof, is tax deductible, or such earlier date as the Committee shall determine in its sole discretion. Notwithstanding the foregoing, with respect to any Award subject to Section 409A of the Code, the Committee shall not take any action described in the preceding sentence unless it determines that such action will not result in any adverse tax consequences under Section 409A of the Code. (b) If, pursuant to any Award granted under the Plan that is subject to Section 409A of the Code, a Participant is entitled to receive a distribution or payment on a specified date or at a specified time, such payment shall not be made later than the date required in order to avoid the imposition of additional taxes or penalties under Section 409A of the Code. (c) Notwithstanding the foregoing, to the extent necessary to avoid the imposition of additional taxes or penalties under Section 409A of the Code, if a Participant is a Specified Employee, no payment(s) with respect to any Award subject to Section 409A of the Code to which such Participant would be entitled by reason of such Separation from Service shall be made before the date that is six months after the Participant’s Separation from Service (or, if earlier, the date of the Participant’s death). (d) If, pursuant to any Award granted under the Plan, a Participant is entitled to a series of installment payments, such Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, unless otherwise specified in an Award Agreement. For purposes of the preceding sentence, the term 14 “series of installment payments” has the same meaning as provided in Section 1.409A-2(b)(2)(iii) of the Treasury Regulations. 13.Nontransferability Awards granted under the Plan, and during any period of restriction on transferability, shares of Common Stock issued in connection with the exercise of an Option or a SAR, may not be sold, pledged, hypothecated, assigned, margined or otherwise transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares underlying such Award have been issued, and all restrictions applicable to such shares have lapsed or have been waived by the Committee. No Award or interest or right therein shall be subject to the debts, contracts or engagements of a Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law, by judgment, lien, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy and divorce), and any attempted disposition thereof shall be null and void, of no effect, and not binding on the Company in any way. Notwithstanding the foregoing, the Committee may, in its sole discretion, permit (on such terms, conditions and limitations as it may establish) Nonqualified Stock Options and/or shares issued in connection with an Option or a SAR exercise that are subject to restrictions on transferability, to be transferred to a member of a Participant’s immediate family or to a trust or similar vehicle for the benefit of a Participant’s immediate family members. During the lifetime of a Participant, all rights with respect to Awards shall be exercisable only by such Participant or, if applicable pursuant to the preceding sentence, a permitted transferee. 14.Change of Control (a) Unless otherwise determined in an Award Agreement, in the event of a Change of Control: (i) With respect to each outstanding Award that is assumed or substituted in connection with a Change of Control, in the event of a termination of a Participant’s employment or service without Cause during the 24-month period following such Change of Control, (i) such Award shall become fully vested and exercisable, (ii) the restrictions, payment conditions, and forfeiture conditions applicable to any such Award granted shall lapse, and (iii) and any performance conditions imposed with respect to Awards shall be deemed to be achieved at target performance levels. (ii) With respect to each outstanding Award that is not assumed or substituted in connection with a Change of Control, immediately upon the occurrence of the Change of Control, (i) such Award shall become fully vested and exercisable, (ii) the restrictions, payment conditions, and forfeiture conditions applicable to any such Award granted shall lapse, and (iii) and any performance conditions imposed with respect to Awards shall be deemed to be achieved at target performance levels. 15 (iii) For purposes of this Section 14, an Award shall be considered assumed or substituted for if, following the Change of Control, the Award remains subject to the same terms and conditions that were applicable to the Award immediately prior to the Change of Control except that, if the Award related to shares of Common Stock, the Award instead confers the right to receive common stock of the acquiring entity. (iv) Notwithstanding any other provision of the Plan, in the event of a Change of Control, except as would otherwise result in adverse tax consequences under Section 409A of the Code, the Committee may, in its discretion, provide that each Award shall, immediately upon the occurrence of a Change of Control, be cancelled in exchange for a payment in cash or securities in an amount equal to (i) the excess of the consideration paid per share of Common Stock in the Change of Control over the exercise or purchase price (if any) per share of Common Stock subject to the Award multiplied by (ii) the number of shares of Common Stock granted under the Award. (b) A “Change of Control” shall be deemed to occur if and when the first of the following occurs: (i) any Person is or becomes a beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 35 percent or more of the combined voting power of the Company’s then outstanding securities (other than through acquisitions from the Company); (ii) any plan or proposal for the dissolution or liquidation of the Company is adopted by the stockholders of the Company; (iii) individuals who, as of the Effective Date, constituted the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (iv) all or substantially all of the assets of the Company are sold, transferred or distributed; or (v) there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company (a “Transaction”), in each case, with respect to which the stockholders of the Company immediately prior to such Transaction do not, immediately after the Transaction, own more than 50 percent of the combined voting power of the Company or other entity resulting from such Transaction in substantially 16 the same respective proportions as such stockholders’ ownership of the voting power of the Company immediately before such Transaction. (c) Notwithstanding the foregoing, for each Award that constitutes deferred compensation under Section 409A of the Code, a Change of Control shall be deemed to have occurred under the Plan with respect to such Award only if a change in the ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code. 15.Award Agreements Each Award under the Plan shall be evidenced by an Award Agreement (as such may be amended from time to time) that sets forth the terms, conditions, restrictions and limitations applicable to the Award, including, but not limited to, the provisions governing vesting, exercisability, payment, forfeiture, and termination of employment, all or some of which may be incorporated by reference into one or more other documents delivered or otherwise made available to a Participant in connection with an Award. 16.Tax Withholding Participants shall be solely responsible for any applicable taxes (including, without limitation, income, payroll and excise taxes) and penalties, and any interest that accrues thereon, which they incur in connection with the receipt, vesting or exercise of an Award. The Company and its Subsidiaries shall have the right to require payment of, or may deduct from any payment made under the Plan or otherwise to a Participant, or may permit shares to be tendered or sold, including shares of Common Stock delivered or vested in connection with an Award, in an amount sufficient to cover withholding at the maximum statutory rate of any federal, state, local, foreign or other governmental taxes or charges required by law and to take such other action as may be necessary to satisfy any such withholding obligations. It shall be a condition to the obligation of the Company to issue Common Stock upon the exercise of an Option or a SAR that the Participant pay to the Company, on demand, such amount as may be requested by the Company for the purpose of satisfying any tax withholding liability. If the amount is not paid, the Company may refuse to issue shares. 17.Other Benefit and Compensation Programs Awards received by Participants under the Plan shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of calculating payments or benefits from any Company benefit plan or severance program unless specifically provided for under the plan or program. Unless specifically set forth in an Award Agreement, Awards under the Plan are not intended as payment for compensation that otherwise would have been delivered in cash, and even if so intended, such Awards shall be subject to such vesting requirements and other terms, conditions and restrictions as may be provided in the Award Agreement. 18.Unfunded Plan The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. 17 The Plan shall not establish any fiduciary relationship between the Company and any Participant or other Person. To the extent any Participant holds any rights by virtue of an Award granted under the Plan, such rights shall constitute general unsecured liabilities of the Company and shall not confer upon any Participant or any other Person any right, title, or interest in any assets of the Company. 19.Rights as a Stockholder Unless the Committee determines otherwise, a Participant shall not have any rights as a stockholder with respect to shares of Common Stock covered by an Award until the date the Participant becomes the holder of record with respect to such shares. No adjustment will be made for dividends or other rights for which the record date is prior to such date, except as provided in Section 10 of this Plan. 20.Future Rights No Eligible Recipient shall have any claim or right to be granted an Award under the Plan. There shall be no obligation of uniformity of treatment of Eligible Recipients under the Plan. Further, the Company and its Subsidiaries may adopt other compensation programs, plans or arrangements as deemed appropriate or necessary. The adoption of the Plan, or grant of an Award, shall not confer upon any Eligible Recipient any right to continued employment or service in any particular position or at any particular rate of compensation, nor shall it interfere in any way with the right of the Company or a Subsidiary to terminate the employment or service of Eligible Recipients at any time, free from any claim or liability under the Plan. 21.Amendment and Termination (a) The Plan and any Award may be amended, suspended or terminated at any time by the Board, provided that no amendment shall be made without stockholder approval if it would (i) materially increase the number of shares available under the Plan, (ii) materially expand the types of awards available under the Plan, (iii) materially expand the class of individuals eligible to participate in the Plan, (iv) materially extend the term of the Plan, (v) materially change the method of determining the exercise price of an Award, (vi) delete or limit the prohibition against repricing contained in Section 4(d), or (vii) otherwise require approval by the stockholders of the Company in order to comply with applicable law or the rules of the New York Stock Exchange (or, if the Common Stock is not traded on the New York Stock Exchange, the principal national securities exchange upon which the Common Stock is traded or quoted). Notwithstanding the foregoing, with respect to Awards subject to Section 409A of the Code, any amendment, suspension or termination of the Plan or any such Award shall conform to the requirements of Section 409A of the Code. Except as otherwise provided in Section 14(a) and Section 21(b) and (c) of this Plan, no termination, suspension or amendment of the Plan or any Award shall adversely affect the right of any Participant with respect to any Award theretofore granted, as determined by the Committee, without such Participant’s written consent. (b) The Committee may amend or modify the terms and conditions of an Award to the extent that the Committee determines, in its sole discretion, that the terms and conditions of 18 the Award violate or may violate Section 409A of the Code; provided, however, that (i) no such amendment or modification shall be made without the Participant’s written conse nt if such amendment or modification would violate the terms and conditions of a Participant’s offer letter or employment agreement, and (ii) unless the Committee determines otherwise, any such amendment or modification of an Award made pursuant to this Se ction 21(b) shall maintain, to the maximum extent practicable, the original intent of the applicable Award provision without contravening the provisions of Section 409A of the Code. The amendment or modification of any Award pursuant to this Section 21(b) shall be at the Committee’s sole discretion and the Committee shall not be obligated to amend or modify any Award or the Plan, nor shall the Company be liable for any adverse tax or other consequences to a Participant resulting from such amendments or mod ifications or the Committee’s failure to make any such amendments or modifications for purposes of complying with Section 409A of the Code or for any other purpose. To the extent the Committee amends or modifies an Award pursuant to this Section 21(b), the Participant shall receive notification of any such changes to his or her Award and, unless the Committee determines otherwise, the changes described in such notification shall be deemed to amend the terms and conditions of the applicable Award and Award A greement. (c) To the extent that a Participant and an Award are subject to Section 111 of the Emergency Economic Stabilization Act of 2008 and any regulations, guidance or interpretations that may from time to time be promulgated thereunder (“EESA”), then any payment of any kind provided for by, or accrued with respect to, the Award must comply with EESA, and the Award Agreement and the Plan shall be interpreted or reformed to so comply. If the making of any payment pursuant to, or accrued with respect to, the Award would violate EESA, or if the making of such payment, or accrual, may limit or adversely impact the ability of the Company to participate in, or the terms of the Company’s participation in, the Troubled Asset Relief Program, the Capital Purchase Program, or to qualify for any other relief under EESA, the affected Participants shall be deemed to have waived their rights to such payments or accruals. In addition, if applicable, an Award will be subject to forfeiture or repayment if the Award is based on performance metrics that are later determined to be materially inaccurate. Award Agreements shall provide that, if applicable, Participants will grant to the U.S. Treasury Department (or other body of the U.S. government) and to the Company a waiver in a form acceptable to the U.S. Treasury Department (or other body) and the Company releasing the U.S. Treasury Department (or other body) and the Company from any claims that Participants may otherwise have as a result of the issuance of any regulations, guidance or interpretations that adversely modify the terms of an Award that would not otherwise comply with the executive compensation and corporate governance requirements of EESA or any securities purchase agreement or other agreement entered into between the Company and the U.S. Treasury Department (or other body) pursuant to EESA. For purposes of this Section 21(c), all references to the Company shall be deemed to refer to the Company and its affiliates. 22.Reimbursement or Cancellation of Certain Awards. Without limiting the provisions of Section 21(c) above, in the event that the Board determines that an award that was granted, vested or paid based on the achievement of Performance Criteria or other performance metrics would not have been granted, vested or paid absent fraud or misconduct, or that would not have been granted, vested or paid absent events giving rise to a 19 restatement of the Company’s financial statements, or a significant write-off not in the ordinary course affecting the Company’s financia l statements, the Board, in its discretion, shall take such action as it deems necessary or appropriate to address the fraud, misconduct, write-off or restatement. Such actions may include, without limitation and to the extent permitted by applicable law, in appropriate cases, (i) requiring partial or full reimbursement of any Cash Award granted to the Participant, (ii) causing the partial or full cancellation of any Award granted to the Participant or (iii) requiring partial or full repayment of the value of the Common Stock acquired on vesting or settlement of an Award, in each case as the Board determines to be in the best interests of the Company. If following the effective date of this Plan the Company adopts a compensation clawback or recoupment poli cy as required under Section 954 of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act or otherwise, then this Section 22 shall automatically be modified to the extent necessary so that this Section does not conflict with such policy. 23.Successors and Assigns The Plan and any applicable Award Agreement shall be binding on all successors and assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors. 24.Governing Law The Plan and all agreements entered into under the Plan shall be construed in accordance with and governed by the laws of the State of Delaware. 25.Section 409A of the Code The intent of the parties is that payments and benefits under the Plan comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and be administered to be in compliance therewith. 26.No Liability With Respect to Tax Qualification or Adverse Tax Treatment Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to a Participant on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Code. 20 Exhibit 10.28* PRIMERICA, INC. PERFORMANCE STOCK UNIT AWARD AGREEMENT Primerica, Inc. (“ Primerica ”) hereby grants to [NAME] (the “ Participant ”) performance-based Stock Units pursuant to the Primerica, Inc. Amended and Restated 2010 Omnibus Incentive Plan (the “ Plan ”), subject to the conditions and restrictions detailed below (the “ Performance Stock Units ”). Terms applicable to the Performance Stock Units are contained in the Plan and in this Performance Stock Unit Award Agreement (the “ Agreement ”). Capitalized terms not defined herein shall have the meaning assigned to such terms in the Plan. 1. Grant of Performance Stock Units . Grant Date:February 16, 2017 Target Number of Performance Stock Units:[# UNITS] Performance Goals:Set forth in Exhibit A Performance Period:Three-year period beginning January 1, 2017 and ending on December 31, 2019 Vesting Date:March 1, 2020 Payment Date:March 1, 2020 2. Performance Stock Units . The target number of Performance Stock Units subject to this Agreement is set forth in Section 1 (the “ Target Award ”). Primerica will maintain an account (the “ Performance Stock Unit Account ”) on its books in the name of the Participant which shall reflect such number of Performance Stock Units awarded to the Participant. Depending on Primerica’s level of achievement of the performance goals set forth in Exhibit A to this Agreement (the “ Performance Goals ”) for the performance period specified in Section 1 (the “ Performance Period ”), the Participant may earn a number of Performance Stock Units between 0% to 150% of the Target Award. Each Performance Stock Unit, to the extent earned and/or vested under the terms of this Agreement, represents an unfunded, unsecured promise by Primerica to deliver to the Participant one share of Primerica’s common stock, par value $.01 per share (“ Common Stock ”), and to pay to the Participant in cash an amount equal to the amount of the dividends paid by Primerica on one share of Common Stock from the Grant Date through the payment date set forth in Section 1 (the “ Payment Date ”), or through the Participant’s earlier employment termination date in certain circumstances as set forth in Section 5 below, subject to the terms and conditions contained in this Agreement and the Plan. Performance Stock Unit Award Agreement Approved as of February 16, 2017 3. Earning, Vesting and Delivery of Performance Stock Units . After the end of the Performance Period, the degree of Primerica’s achievement of the Performance Goals for the Performance Period shall be calculat ed and certified by the Compensation Committee of the Board of Directors and used to determine the number of Performance Stock Units earned. The earned Performance Stock Units shall become vested on the vesting date set forth in Section 1 (the “ Vesting Da te ”), subject to earlier vesting in certain circumstances as set forth in Section 5 below. The Performance Stock Units so earned and vested shall be settled by delivery within 60 days following the Payment Date of one share of Common Stock for each such e arned Performance Stock Unit and payment of the related dividend equivalent amount described in Section 4. Delivery of shares of Common Stock, and cash payment of related dividend equivalent amounts, by Primerica as described in this Section 3 shall disch arge it of all of its duties and obligations under this Agreement and the Plan with respect to the Performance Stock Units. 4. Dividend Equivalents . Upon the payment of a cash dividend on the Common Stock by Primerica during the period from the Grant Date of the Participant’s Performance Stock Units through the Payment Date, or through the Participant’s earlier employment termination date in certain circumstances as set forth in Section 5 below, Primerica shall credit the Performance Stock Unit Account of the Participant with an amount equal in value to the dividends that the Participant would have received had the Participant been the actual owner of the number of shares of Common Stock represented by the Performance Stock Units in the Participant’s Performance Stock Unit Account on that date. After the end of the Performance Period, the amount in such Performance Stock Unit Account attributable to such dividend equivalents shall be adjusted, based on the degree of Primerica’s achievement of the Performance Goals for the Performance Period, in the same percentage used to determine the number of earned Performance Stock Units. Such amount shall become vested on the Vesting Date and shall be paid to the Participant in cash on the Payment Date, subject to earlier vesting and/or payment in certain circumstances as set forth in Section 5 below. 5. Termination of Employment . In connection with a termination of the Participant’s employment before the Vesting Date, the Participant’s Performance Stock Units shall be treated as follows: (a) Voluntary Resignation; Termination by Primerica for Cause . If the Participant voluntarily terminates employment with Primerica (other than upon a Retirement as described in Section 5(c)) or if Primerica terminates the Participant’s employment for Cause, vesting of the Performance Stock Units, and any related dividend equivalent amounts described in Section 4, will cease on the date the Participant’s employment is so terminated, the Performance Stock Units, and related dividend equivalent amounts, will be cancelled and the Participant shall have no further rights of any kind with respect to any Performance Stock Units under this Agreement. (b) Certain Other Terminations . If either (i) the Participant’s employment is terminated by Primerica for any reason other than (A) for Cause (as described in Section 5(a)), (B) in connection with a Change of Control (as described in Section 5(d)), or (C) in connection with the Participant’s disability (as described in Section 5(e)), or (ii) the Participant terminates employment with Primerica with Good Reason (as defined below) other than in connection with Performance Stock Unit Award Agreement Approved as of February 16, 2017 2 a Change of Control (as described in Section 5(d)), the Participant’s Performance Stock Units , and related dividend equivalent amounts described in Section 4, will be deemed to have vested on such employment termination date, contingent on satisfaction by Primerica of the Performance Goals. After the end of the Performance Period, the number of t he Participant’s Performance Stock Units earned will be determined based on satisfaction of the Performance Goals over the Performance Period. Such amount of earned Performance Stock Units, and related dividend equivalent amounts, will be settled by deliv ery of one share of Common Stock for each such earned Performance Stock Unit, and payment in cash of any earned dividend equivalent amounts, within 60 days following the Payment Date. For purposes of this Agreement, the Participant may terminate employmen t with Good Reason if (1) an event or circumstance set forth in clauses (w) , (x) , (y) or (z) of this subsection (b) shall have occurred and the Participant provides Primerica with written notice thereof within 90 days after the occurrence or existence of s uch event or circumstance, which notice shall specifically identify the event or circumstance that the Participant believes constitutes Good Reason, (2) Primerica fails to correct the circumstance or event so identified within 30 days after the receipt of such notice (the “ Cure Period ”), and (3) the Participant resigns within 30 days after the Cure Period. For purposes of this Agreement, “ Good Reason ” means, in the absence of the Participant’s written consent, the occurrence of any of the following: (w) a material diminution by Primerica in the Participant’s annual base salary or a material diminution in the Participant’s target annual bonus opportunity as a percentage of the Participant’s annual base salary, unless replaced by one or more other bonus or incentive opportunities with a comparable aggregate bonus and incentive opportunity; (x) a material diminution in the Participant’s authority, duties or responsibilities, provided that a change in the Participant’s reporting relationship (in the absence of any other change which may constitute a material diminution in the Participant’s authority, duties or responsibilities) shall not constitute “Good Reason”; (y) Primerica requiring the Participant’s principal business location to be at any office or location more than 50 miles from the Participant’s principal business location as of immediately prior to such relocation (other than to an office or location closer to the Participant’s home residence); or (z) any material breach of this Agreement by Primerica. (c) Retirement . If the Participant voluntarily terminates employment with Primerica after having attained at least the age of 55 and with the sum of the Participant’s age (in whole years) plus the Participant’s Years of Service (as defined below) equaling 75 or more on the date of such termination (a “ Retirement ”), the Participant’s Performance Stock Units, and related dividend equivalent amounts described in Section 4, will be deemed to have vested on such Retirement date, contingent on satisfaction by Primerica of the Performance Goals. After the end of the Performance Period, the number of the Participant’s Performance Stock Units earned will be determined based on satisfaction of the Performance Goals over the Performance Period. Such amount of earned Performance Stock Units, and related dividend equivalent amounts, will be settled by delivery of one share of Common Stock for each such earned Performance Stock Unit Award Agreement Approved as of February 16, 2017 3 Performance Stock Unit, and payment in cash of any earned dividend equivalent amounts, within 60 days fol lowing the Payment Date. For purposes of this Agreement, the term “ Years of Service ” shall mean the total number of years the Participant’s period of service to Primerica and any Subsidiary as of the date the Participant terminates employment. (d) Change of Control . If, in the event of a Change of Control, either (i) the Participant’s employment is terminated by Primerica (or a successor entity) other than for Cause, or (ii) the Participant terminates employment with Primerica (or a successor entity) with Good Reason, at any time during the period that begins on the date 6 months before the date of such Change of Control and ends on the date 24 months after the date of such Change of Control, the number of the Performance Stock Units in the Participant’s Target Award (as the same may be adjusted in connection with the Change of Control transaction per the terms of the Plan), and the related dividend equivalent amounts described in Section 4, will be deemed to have vested on such employment termination date. Such vested Performance Stock Units, and related dividend equivalent amounts, will be settled within 60 days following the date the Participant’s employment is so terminated or, for a Participant whose employment terminates during the 6-month period preceding the Change of Control, within 60 days following the date of the Change of Control, by delivery of one share of Common Stock for each such vested Performance Stock Unit (as the same may be adjusted in connection with the Change of Control transaction per the terms of the Plan) and payment of the related dividend equivalent amount described in Section 4. (e) Disability . If the Participant’s employment is terminated by Primerica following completion of the Participant’s approved disability leave pursuant to the applicable Primerica disability policy, the number of the Performance Stock Units in the Participant’s Target Award, and the related dividend equivalent amounts described in Section 4, will be deemed to have vested on such employment termination date. Such vested Performance Stock Units, and related dividend equivalent amounts, will be settled within 60 days following the date the Participant’s employment is so terminated by delivery of one share of Common Stock for each such vested Performance Stock Unit and payment of the related dividend equivalent amount described in Section 4. (f) Death . If the Participant’s employment is terminated upon the Participant’s death, the number of the Performance Stock Units in the Participant’s Target Award, and related dividend equivalent amounts described in Section 4, will be deemed to have vested on the date of the Participant’s death. Such vested Performance Stock Units, and related dividend equivalent amounts, will be settled within 60 days following the date of the Participant’s death by delivery of one share of Common Stock for each such vested Performance Stock Unit and payment of the dividend equivalent amount described in Section 4, to the personal representative of the Participant’s estate or recipient thereunder pursuant to the terms of the Participant’s will or the applicable laws of descent and distribution. Notwithstanding the provisions of Sections 5(b) and 5(c), if following a termination described in Section 5(b) or a Retirement described in Section 5(c), a Participant dies prior to the end of the Performance Period, settlement of such Participant’s Performance Stock Units will be made under the terms described in this Section 5(f). (g) Settlement . Delivery of shares of Common Stock, and cash payment of related dividend equivalent amounts, by Primerica as described in this Section 5 shall discharge Performance Stock Unit Award Agreement Approved as of February 16, 2017 4 it of all of its duties and obligations under this Agreement and the Plan with respect to the Performance Stock Units. (h) Release Agreement . Notwithstanding the foregoing, payment with respect to the Participant’s Performance Stock Units following termination of employment as described in subsections (b), (c), (d) or (e) above shall be subject to and conditioned upon the Participant having executed a waiver of claims and general release of Primerica, in a form reasonably acceptable to Primerica, and for which any revocation rights have expired. If a Participant fails or refuses to execute such a waiver of claims and general release, or timely revokes a previously executed waiver of claims and general release, before the Payment Date, such amounts will not vest as described in subsections (b), (c), (d) or (e) above, as the case may be, and the Performance Stock Units will be cancelled, and the Participant shall have no further rights with respect to such Performance Stock Units. 6. Stockholder Rights . The grant of Performance Stock Units does not entitle the Participant to any rights of a stockholder of Common Stock, including dividends or voting rights, until such time as the Performance Stock Units are settled in Common Stock. 7. Nontransferable . As provided by the terms of the Plan, no rights granted under this Agreement, nor any shares of Common Stock issuable pursuant to this Agreement, shall be transferable or assignable by the Participant (or by any other person), other than by will or by the laws of descent and distribution, and they may not be pledged or hypothecated in any way, prior to the issuance and delivery of the shares of Common Stock pursuant to this Agreement. Any attempted transfer, assignment, pledge or other disposition contrary to the provisions of the Plan and this Agreement shall be null and void and without legal effect. 8. Consent to Electronic Delivery . In lieu of receiving documents in paper format, by receipt of the Performance Stock Units, the Participant consents, to the fullest extent permitted by law, to electronic delivery of any documents that Primerica may be required to deliver (including, but not limited to, stock certificates, prospectuses, prospectus supplements, grant or award notifications and agreements and all other forms or communications) in connection with the Performance Stock Units. Electronic delivery of a document to the Participant may be via a Primerica e-mail system or by reference to a location on an Internet site to which the Participant has access. 9. Tax Withholding . The Participant shall be responsible for any applicable taxes and penalties, and any interest that accrues thereon, incurred in connection with the Performance Stock Units, including the payment of any dividends with respect thereto. Primerica or a Subsidiary employing the Participant has the authority and the right to deduct or withhold, or require the Participant to remit to the employer, an amount sufficient to satisfy withholding requirements with respect to applicable federal, state, local, foreign or other governmental taxes or charges (including, without limitation, income, payroll and excise taxes) and to take such other action as may be necessary to satisfy any such withholding obligations. 10. Compliance with EESA . To the extent that the Participant and the Performance Stock Units are subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended, and any regulations, guidance or interpretations that may from time to time be Performance Stock Unit Award Agreement Approved as of February 16, 2017 5 promulgated thereunder (“ EESA ”), then any payment of any kind provided for by, or accrued with respect to, the Performance Stock Units must comply with EESA, and the Agreement and the Plan will be interpr eted or reformed to so comply. If requested by Primerica, the Participant will grant to the U.S. Treasury Department (or other body of the U.S. government) and to Primerica a waiver in a form acceptable to the U.S. Treasury Department (or other body) and Primerica releasing the U.S. Treasury Department (or other body) and Primerica from any claims that the Participant may otherwise have as a result of the issuance of any regulations, guidance or interpretations that adversely modify the terms of the Perfor mance Stock Units that would not otherwise comply with the executive compensation and corporate governance requirements of EESA or any securities purchase agreement or other agreement entered into between Primerica or its affiliates and the U.S. Treasury D epartment (or other body) pursuant to EESA. 11. Entire Agreement . The Agreement and the Plan constitute the entire understanding between Primerica and the Participant regarding the Performance Stock Units and supersede all previous written, oral, or implied understandings between the parties hereto about the subject matter hereof. 12. No Right to Employment . Nothing contained herein, in the Plan, or in any prospectus shall confer upon the Participant any rights to continued employment or employment in any particular position, at any specific rate of compensation, or for any particular period of time. 13. Arbitration . Any disputes related to the Performance Stock Units shall be resolved by arbitration in accordance with Primerica’s arbitration policies. In the absence of an effective arbitration policy, the Participant acknowledges and agrees that any dispute related to the Performance Stock Units shall be submitted to arbitration in accordance with the Commercial Rules of the American Arbitration Association, if so elected by Primerica in its sole discretion. 14. Conflict . In the event of a conflict between the Agreement and the Plan, the Plan shall control. 15. Governing Law . The Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. 16. Internal Revenue Code Section 409A . The intent of the parties is that the payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and regulations and other official guidance issued thereunder (“ Code Section 409A ”), to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance with Code Section 409A. Consistent with such intent, references to the Participant’s termination of employment or words of similar import as used in this Agreement shall mean the Participant’s “separation from service” as such term is used in Code Section 409A. In the case of a Participant who is a “specified employee” (as such term is used in Code Section 409A), amounts payable upon the Participant’s separation from service shall be, to the extent required under Code Section 409A, made on the date that is six (6) months following the date of the Participant’s employment termination (or, if earlier, the date of the Participant’s death). Each installment or other payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. Performance Stock Unit Award Agreement Approved as of February 16, 2017 6 To the extent that payments and benefits under this Agreement are nonqualified deferred compensation subject to Code Section 409A and are contingent upon the Parti cipant’s taking any employment-related action, including without limitation execution (and nonrevocation) of another agreement, such as a release agreement, and the period within which such action(s) may be taken by the Participant would begin in one calen dar year and expire in the following calendar year, then such amounts or benefits shall be paid in such following calendar year. 17. Successors and Assigns . This Agreement shall be binding on all successors and assigns of the Participant, including, without limitation, the estate of the Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors. This Agreement shall be binding on Primerica and its successors and assigns. 18. Reimbursement or Cancellation of Certain Awards . The Performance Stock Units will be subject to repayment by the Participant to Primerica (i) to the extent set forth in the Plan and (ii) to the extent the Participant is, or in the future becomes, subject to (a) any other Primerica or affiliate “clawback” or recoupment policy that is adopted to comply with the requirements of any applicable laws, rules or regulations, or otherwise or (b) any applicable laws which impose mandatory recoupment, under circumstances set forth in such applicable laws. Further, in the event that the Committee determines that the Performance Stock Units would not have been granted, vested or paid absent fraud or misconduct of the Participant, the Committee, in its discretion, shall take such action as it deems necessary or appropriate to address the fraud or misconduct. Such actions may include, without limitation and to the extent permitted by applicable law, in appropriate cases, causing the partial or full cancellation of any Performance Stock Units granted to the Participant or requiring partial or full repayment of the value of the Common Stock acquired on settlement of the Performance Stock Units, in each case as the Committee determines to be in the best interests of Primerica. Performance Stock Unit Award Agreement Approved as of February 16, 2017 7 EXHIBIT A Performance Goals and Payout Matrix Performance Stock Unit Award Agreement Approved as of February 16, 2017 Exhibit 10.31* PRIMERICA, INC. EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT Primerica, Inc. (“ Primerica ”) hereby grants to [NAME] (the “ Participant ”) Stock Units (the “ Restricted Stock Units ”) pursuant to the Primerica, Inc. Amended and Restated 2010 Omnibus Incentive Plan (the “ Plan ”), subject to the conditions and restrictions detailed in the Plan and in this Employee Restricted Stock Unit Award Agreement (the “ Award Agreement ”). Terms applicable to the Restricted Stock Units are contained in the Plan and in this Award Agreement (the “ Agreement ”). Capitalized terms not defined herein shall have the meaning assigned to such terms in the Plan. 1. Grant of Restricted Stock Units . Grant Date:February 16, 2017 Number of Restricted Stock Units:[# UNITS] Vesting Dates (one-third of the Restricted Stock Units vest on each Vesting Date): March 1, 2018 March 1, 2019 March 1, 2020 Payment Dates:Each Vesting Date 2. Vesting and Delivery . Each Restricted Stock Unit represents an unfunded, unsecured promise by Primerica to deliver one share of Primerica’s common stock, par value $.01 per share (“ Common Stock ”), subject to the terms and conditions contained in this Agreement and the Plan. The Restricted Stock Units shall, except as provided in Section 3 below, become vested on the Vesting Dates set forth in Section 1, and the Restricted Stock Units so vesting shall be settled by delivery of shares of Common Stock as of the Payment Date with respect to each such Vesting Date. Such delivery of shares of Common Stock by Primerica shall discharge it of all of its duties and obligations under this Agreement and the Plan with respect to such vested Restricted Stock Units. 3. Termination of Employment . Notwithstanding anything to the contrary herein, upon a termination of the Participant’s employment, the Restricted Stock Units shall be treated as follows: (a) Voluntary Resignation; Termination by Primerica for Cause . If the Participant voluntarily terminates employment with Primerica (other than upon a Retirement as described in Section 3(c)) or if Primerica terminates the Participant’s employment for Cause, vesting of the Restricted Stock Units will cease on the date the Participant’s employment is so terminated, the unvested portion of the Restricted Stock Units (if any) will be canceled and the Participant shall have no further rights of any kind with respect to any unvested Restricted Stock Units. Employee Restricted Stock Unit Restated Award Agreement Approved as of February 16, 2017 (b) Termination by Primerica Other than for Cause . I f the Participant’s employment is terminated by Primerica for any reason other than Cause (including without limitation following completion of the Participant’s approved disability leave pursuant to the Primerica disability policy (the “ Disability Policy ” ), the unvested portion of the Restricted Stock Units (if any) will vest as of the termination date. (c) Retirement . If the Participant voluntarily terminates employment with Primerica after having attained at least the age of 55 and with the sum of the Participant’s age (in whole years) plus the Participant’s Years of Service (as defined below) equaling 75 or more on the date of such termination (a “ Retirement ”), the unvested portion of the Restricted Stock Units (if any) will vest as of the date of the Participant’s Retirement. For purposes of this Agreement, the term “ Years of Service ” shall mean the total number of years the Participant’s period of service to Primerica and any Subsidiary as of the date the Participant terminates employment. (d) Death . If the Participant’s employment is terminated upon the Participant’s death, the unvested portion of the Restricted Stock Units (if any) will vest as of the termination date. (e) Payment Date . In the event of the Participant’s termination of employment as described in subsection (b), (c) or (d) of this Section 3, any previously unpaid Restricted Stock Units shall be settled by delivery to the Participant of shares of Common Stock on the sixtieth (60 th ) day following the Participant’s termination of employment; provided that, to the extent necessary to comply with Code Section 409A (as defined in Section 14 below), in the case of a Participant who is a “specified employee” (as such term is used in Code Section 409A), such payment shall be made on the date that is six (6) months following the date of the Participant’s employment termination (or, if earlier, the date of the Participant’s death). Delivery of shares of Common Stock by Primerica shall discharge it of all of its duties and obligations under this Agreement and the Plan with respect to the Participant’s Restricted Stock Units. (f) Release Agreement . Notwithstanding the foregoing, payment of the Participant’s previously unvested Restricted Stock Units upon termination of employment as described in subsection (b) or (c) above shall be subject to and conditioned upon the Participant having executed a waiver of claims and general release of Primerica, in a form reasonably acceptable to Primerica, and for which any revocation rights have expired, before the end of the sixty (60) day period described in subsection (e). If a Participant fails or refuses to execute such a waiver of claims and general release, or timely revokes a previously executed waiver of claims and general release, before the end of such sixty (60) day period, such amounts will not vest as described in subsection (b) or (c) above, and the unvested portion of the Restricted Stock Units will be cancelled, and the Participant shall have no further rights with respect to any unvested Restricted Stock Units. 4. Stockholder Rights . The grant of Restricted Stock Units does not entitle the Participant to any rights of a stockholder of Common Stock, including dividends or voting rights, until such time as the Restricted Stock Units are settled in Common Stock. However, prior to the delivery of the shares of Common Stock, for so long as the Participant remains actively employed by the Company or a Subsidiary, the Participant shall have the right to receive dividend equivalent payments in an amount equal to all dividends or other distributions payable 2 Employee Restricted Stock Unit Restated Award Agreement Approved as of February 16, 2017 with respect to the equivalent number of shares of Common Stock, which shall be payable at such time as the dividends and other distributions are payable to Primerica shareholders. 5. Nontransferable . As provided by the terms of the Plan, no rights granted under this Agreement, nor any shares of Common Stock issuable pursuant to this Agreement, shall be transferable or assignable by the Participant (or by any other person), other than by will or by the laws of descent and distribution, and they may not be pledged or hypothecated in any way, prior to the issuance and delivery of the shares of Common Stock pursuant to this Agreement. Any attempted transfer, assignment, pledge or other disposition contrary to the provisions of the Plan and this Agreement shall be null and void and without legal effect. 6. Consent to Electronic Delivery . In lieu of receiving documents in paper format, by receipt of the Restricted Stock Units, the Participant consents, to the fullest extent permitted by law, to electronic delivery of any documents that Primerica may be required to deliver (including, but not limited to, stock certificates, prospectuses, prospectus supplements, grant or award notifications and agreements and all other forms or communications) in connection with the Restricted Stock Units. Electronic delivery of a document to the Participant may be via a Primerica e-mail system or by reference to a location on an Internet site to which the Participant has access. 7. Tax Withholding . The Participant shall be responsible for any applicable taxes and penalties, and any interest that accrues thereon, incurred in connection with the Restricted Stock Units, including the payment of any dividends with respect thereto. Primerica or a Subsidiary employing the Participant has the authority and the right to deduct or withhold, or require the Participant to remit to the employer, an amount sufficient to satisfy withholding requirements with respect to applicable federal, state, local, foreign or other governmental taxes or charges (including, without limitation, income, payroll and excise taxes) and to take such other action as may be necessary to satisfy any such withholding obligations. 8. Compliance with EESA . To the extent that the Participant and the Restricted Stock Units are subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended, and any regulations, guidance or interpretations that may from time to time be promulgated thereunder (“ EESA ”), then any payment of any kind provided for by, or accrued with respect to, the Restricted Stock Units must comply with EESA, and the Agreement and the Plan will be interpreted or reformed to so comply. If requested by Primerica, the Participant will grant to the U.S. Treasury Department (or other body of the U.S. government) and to Primerica a waiver in a form acceptable to the U.S. Treasury Department (or other body) and Primerica releasing the U.S. Treasury Department (or other body) and Primerica from any claims that the Participant may otherwise have as a result of the issuance of any regulations, guidance or interpretations that adversely modify the terms of the Restricted Stock Units that would not otherwise comply with the executive compensation and corporate governance requirements of EESA or any securities purchase agreement or other agreement entered into between Primerica or its affiliates and the U.S. Treasury Department (or other body) pursuant to EESA. 9. Entire Agreement . The Agreement and the Plan constitute the entire understanding between Primerica and the Participant regarding the Restricted Stock Units and 3 Employee Restricted Stock Unit Restated Award Agreement Approved as of February 16, 2017 supersede all previous written, oral, or implied understandings between the parties hereto about the subject matter hereof. 10. No Right to Employment . Nothing contained herein, in the Plan, or in any prospectus shall confer upon the Participant any rights to continued employment or employment in any particular position, at any specific rate of compensation, or for any particular period of time. 11. Arbitration . Any disputes related to the Restricted Stock Units shall be resolved by arbitration in accordance with Primerica’s arbitration policies. In the absence of an effective arbitration policy, the Participant acknowledges and agrees that any dispute related to the Restricted Stock Units shall be submitted to arbitration in accordance with the Commercial Rules of the American Arbitration Association, if so elected by Primerica in its sole discretion. 12. Conflict . In the event of a conflict between the Agreement and the Plan, the Plan shall control. 13. Governing Law . The Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. 14. Internal Revenue Code Section 409A . The intent of the parties is that the payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and regulations and other official guidance issued thereunder (“ Code Section 409A ”), to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance with Code Section 409A. References to the Participant’s termination of employment or words of similar import as used in this Agreement shall mean the Participant’s “separation from service” as such term is used in Code Section 409A. Each installment or other payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. To the extent that payments and benefits under this Agreement are nonqualified deferred compensation subject to Code Section 409A and are contingent upon the Participant’s taking any employment-related action, including without limitation execution (and nonrevocation) of another agreement, such as a release agreement, and the period within which such action(s) may be taken by the Participant would begin in one calendar year and expire in the following calendar year, then such amounts or benefits shall be paid in such following calendar year. 15. Successors and Assigns . This Agreement shall be binding on all successors and assigns of the Participant, including, without limitation, the estate of the Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors. This Agreement shall be binding on Primerica and its successors and assigns. 16. Reimbursement or Cancellation of Certain Awards . The Restricted Stock Units will be subject to repayment by the Participant to Primerica (i) to the extent set forth in the Plan and (ii) to the extent the Participant is, or in the future becomes, subject to (a) any other Primerica or affiliate “clawback” or recoupment policy that is adopted to comply with the requirements of any applicable laws, rules or regulations, or otherwise or (b) any applicable laws 4 Employee Restricted Stock Unit Restated Award Agreement Approved as of February 16, 2017 which impose mandatory recoupm ent, under circumstances set forth in such applicable laws. Further, in the event that the Committee determines that the Restricted Stock Units would not have been granted, vested or paid absent fraud or misconduct of the Participant, the Committee, in its discretion, shall take such action as it deems necessary or appropriate to address the fraud or misconduct. Such actions may include, without limitation and to the extent permitted by applicable law, in appropriate cases, causing the partial or full c ancellation of any Restricted Stock Units granted to the Participant or requiring partial or full repayment of the value of the Common Stock acquired on settlement of the Restricted Stock Units, in each case as the Committee determines to be in the best in terests of Primerica. 5 Employee Restricted Stock Unit Restated Award Agreement Approved as of February 16, 2017 Exhibit 10.37 PRIMERICA, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT Primerica, Inc. (“ Primerica ”) hereby grants to [NAME] (the “ Participant ”) Stock Units pursuant to the Primerica, Inc. Amended and Restated 2010 Omnibus Incentive Plan (the “ Plan ”), subject to the conditions and restrictions detailed below (the “ Restricted Stock Units ”). Terms applicable to the Restricted Stock Units are contained in the Plan and in this Restricted Stock Unit Award Agreement (the “ Agreement ”). Capitalized terms not defined herein shall have the meaning assigned to such terms in the Plan. 1. Grant of Restricted Stock Units. Grant Date:May 17, 2017 Number of Restricted Stock Units:______ Vesting Date:25% on each of August 17, 2017; November 17, 2017; February 17, 2018; and May 16, 2018 Delivery Date:25% on each of the above vesting dates 2. Vesting and Delivery. Each Restricted Stock Unit represents an unfunded, unsecured promise by Primerica to deliver one share of Primerica’s common stock, par value $.01 per share (“ Common Stock”) , subject to the terms and conditions contained in this Agreement and the Plan. The Restricted Stock Units shall, except as set forth in Sections 3(a) and (b) below, become vested on the Vesting Date set forth in Section 1 and be settled by delivery of shares of Common Stock on the Delivery Date set forth in Section 1. Primerica’s delivery of the number of shares of Common Stock equal to the number of the Participant’s vested Restricted Stock Units shall discharge all of its duties and obligations under this Agreement. 3. Termination of Service. Notwithstanding anything to the contrary herein, upon a termination of the Participant’s service as a member of the Board of Directors of Primerica (the “ Board ”), the Restricted Stock Units shall be treated as follows: (a) Termination Other Than For Death or Disability. If the Participant’s service on the Board terminates for any reason other than because of the Participant’s death or Disability, then (i) if the Participant has served as a member of the Board of Directors for less than five years as of the termination date, vesting of the Restricted Stock Units will cease on the date the Participant’s service is so terminated, the unvested portion of the Restricted Stock Units (if any) will be canceled and the Participant shall have no further rights of any kind with respect to any Outside Director RSU Award Agreement Approved as of 5/16/17 unvested Restricted Stock Units and (ii) if the Participant has served as member of the Board of Direct ors for five or more years as of the termination date, the unvested portion of the Restricted Stock Units (if any) will vest as of the termination date. (b) Death or Disability. If the Participant’s service on the Board is terminated upon the Participant’s death or Disability, the unvested portion of the Restricted Stock Units (if any) will vest as of the termination date. For purposes of the Agreement, “ Disability ” means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. 4. Stockholder Rights. The grant of Restricted Stock Units does not entitle the Participant to any rights of a stockholder of Common Stock, including dividends or voting rights, until such time as the Restricted Stock Units are settled in Common Stock. However, prior to the delivery of the shares of Common Stock, the Participant shall have the right to receive dividend equivalent payments in an amount equal to all dividends or other distributions payable with respect to the equivalent number of shares of Common Stock (which shall be payable at such time as the dividends and other distributions are payable to Primerica shareholders). 5. Nontransferable. As provided by the terms of the Plan, no rights granted under this Agreement, nor any shares of Common Stock issuable pursuant to this Agreement, shall be transferable or assignable by the Participant (or by any other person), other than by will or by the laws of descent and distribution, and they may not be pledged or hypothecated in any way, prior to the issuance and delivery of the shares of Common Stock pursuant to this Agreement. Any attempted transfer, assignment, pledge or other disposition contrary to the provisions of the Plan and this Agreement shall be null and void and without legal effect. 6. Consent to Electronic Delivery. In lieu of receiving documents in paper format, by receipt of the Restricted Stock Units, the Participant consents, to the fullest extent permitted by law, to electronic delivery of any documents that Primerica may be required to deliver (including, but not limited to, stock certificates, prospectuses, prospectus supplements, grant or award notifications and agreements and all other forms or communications) in connection with the Restricted Stock Units. Electronic delivery of a document to the Participant may be via a Primerica e-mail system or by reference to a location on an Internet site to which the Participant has access. 7. Tax Withholding. No withholding or deduction for any taxes shall be made by Primerica in respect of the Restricted Stock Units. The Participant shall be solely responsible for the payment of any federal, state, local or other taxes, including but not limited to, estimated taxes and self-employment taxes, as well as any interest or penalties that may be assessed, imposed or incurred, as a result of the compensation paid under the Agreement. 8. Compliance with EESA. To the extent that the Participant and the Restricted Stock Units are subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended, and any regulations, guidance or interpretations that may from time to time be promulgated thereunder (“ EESA ”), then any payment of any kind provided for by, or accrued with respect to, the Restricted Stock Units must comply with EESA, and the Agreement and the 2 Outside Director RSU Award Agreement Approved as of 5/16/17 Plan will be interpreted or reformed to so comply. If re quested by Primerica, the Participant will grant to the U.S. Treasury Department (or other body of the U.S. government) and to Primerica a waiver in a form acceptable to the U.S. Treasury Department (or other body) and Primerica releasing the U.S. Treasury Department (or other body) and Primerica from any claims that the Participant may otherwise have as a result of the issuance of any regulations, guidance or interpretations that adversely modify the terms of the Restricted Stock Units that would not other wise comply with the executive compensation and corporate governance requirements of EESA or any securities purchase agreement or other agreement entered into between Primerica or its affiliates and the U.S. Treasury Department (or other body) pursuant to EESA. 9. Entire Agreement. The Agreement and the Plan constitute the entire understanding between Primerica and the Participant regarding the Restricted Stock Units and supersede all previous written, oral, or implied understandings between the parties hereto about the subject matter hereof. 10. No Right to Continued Service. Nothing contained herein, in the Plan, or in any prospectus shall confer upon the Participant any rights to continued service on the Board, at any specific rate of compensation, or for any particular period of time. 11. Arbitration. Any disputes related to the Restricted Stock Units shall be resolved by arbitration in accordance with Primerica’s arbitration policies. In the absence of an effective arbitration policy, the Participant acknowledges and agrees that any dispute related to the Restricted Stock Units shall be submitted to arbitration in accordance with the Commercial Rules of the American Arbitration Association, if so elected by Primerica in its sole discretion. 12. Conflict. In the event of a conflict between the Agreement and the Plan, the Plan shall control. 13. Governing Law. The Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. 14. Internal Revenue Code Section 409A. The intent of the parties is that the payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and regulations and other official guidance issued thereunder (“ Section 409A ”), to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance with Section 409A. References to the Participant’s termination of service as a member of the Board or words of similar import as used in this Agreement shall mean the Participant’s “separation from service” as such term is used in Section 409A. 15. Successors and Assigns. This Agreement shall be binding on all successors and assigns of the Participant, including, without limitation, the estate of the Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors. This Agreement shall be binding on Primerica and its successors and assigns. 3 Outside Director RSU Award Agreement Approved as of 5/16/17 EXHIBIT 12.1 Primerica, Inc. Computation of Earnings to Fixed Charges Ratios (In thousands, except ratios) 2017 2016 2015 2014 2013 Earnings: 1. Income from continuing operations before income taxes $379,520 $337,595 $290,981 $275,722 $245,006 Fixed charges: 2. Interest expense (1) 28,488 28,691 33,507 34,570 35,018 3. Interest credited on investment-type contracts 7,256 6,930 7,157 7,277 7,612 4. Interest factor on rental expense 556 516 534 573 613 5. Total fixed charges (2 + 3 + 4) 36,300 36,137 41,198 42,420 43,243 6. Earnings before fixed charges (1 + 5) $415,820 $373,732 $332,179 $318,142 $288,249 Ratios: 7. Earnings to total fixed charges (6 / 5) 11.5 10.3 8.1 7.5 6.7 (1)For purposes of determining interest expense in calculating the ratio of earnings to fixed charges, Primerica, Inc. excludes interest contractually charged on a surplus note that was issued by a wholly owned subsidiary in exchange for an equivalent principal-value held-to-maturity security that contractually earns an equal and offsetting amount of interest income. EXH 12.1-1 EXHIBIT 21.1 EXHIBIT 21.1 Subsidiaries of the Registrant Name Jurisdiction of Incorporation or Organization Primerica Life Insurance Company (1) Tennessee Primerica Financial Services, Inc. Nevada PFS Investments Inc. Georgia Primerica Financial Services (Canada) Ltd. Canada Primerica Life Insurance Company of Canada Canada National Benefit Life Insurance Company New York Peach Re, Inc. Vermont Vidalia Re, Inc. Vermont (1)Prior to Primerica Life’s redomestication to Tennessee in December 2017, Primerica Life was a Massachusetts-domiciled life insurance underwriting company. EXH 21.1-1 Exhibit 23.1 Consent of Independent Registered Public Accounting Firm The Board of Directors Primerica, Inc.: We consent to the incorporation by reference in the registration statement Nos. 333‑165834, 333-176508 and 333-220011 on Form S-8 and No. 333-209857 on Form S-3 of Primerica, Inc. of our reports dated February 26, 2018, with respect to the consolidated balance sheets of Primerica, Inc. and subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes and financial statement schedules I, II, III and IV (collectively, the “consolidated financial statements”), and the effectiveness of internal control over financial reporting as of December 31, 2017, which reports appear in the December 31, 2017 annual report on Form 10‑K of Primerica, Inc. /s/ KPMG LLP Atlanta, Georgia February 26, 2018 EXHIBIT 31.1 Certification of Chief Executive Officer I, Glenn J. Williams, Chief Executive Officer of Primerica, Inc., certify that: 1. I have reviewed this annual report on Form 10-K of Primerica, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date:February 26, 2018 /s/ Glenn J. Williams Glenn J. Williams Chief Executive Officer EXH 31.1-1 EXHIBIT 31.2 Certification of Chief Financial Officer I, Alison S. Rand, Executive Vice President and Chief Financial Officer of Primerica, Inc., certify that: 1. I have reviewed this annual report on Form 10-K of Primerica, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date:February 26, 2018 /s/ Alison S. Rand Alison S. Rand Executive Vice President and Chief Financial Officer EXH 31.2-1 EXHIBIT 32.1 Certification of CEOs and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report on Form 10-K of Primerica, Inc. (the “Company”) for the period ended December 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Glenn J. Williams, as Chief Executive Officer of the Company, and I, Alison S. Rand, as Executive Vice President and Chief Financial Officer of the Company, each hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1)To my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Glenn J. Williams Name: Glenn J. Williams Title: Chief Executive Officer Date: February 26, 2018 /s/ Alison S. Rand Name: Alison S. Rand Title: Executive Vice President and Chief Financial Officer Date: February 26, 2018 EXH 32.1-1 2017 ANNUAL REPORT GAAP 2017 2016 Change 5 Total Revenues $1,689.1 $1,519.1 11% Net Income $350.3 $219.4 60% Stockholders’ Equity $1,419.1 $1,221.4 16% Diluted Earnings Per Share1 $7.61 $4.59 66% Book Value Per Share1 $32.07 $26.71 20% Term Life Net Premium $941.1 $822.2 14% End of Period Client Asset Values (in billions) $61.2 $52.3 17% Weighted Average Shares Used to Calculate Diluted EPS 45.7 47.5 -4% Common Shares Repurchased 1.9 3.0 -37% End of Period Share Count2 44.3 45.7 -3% Cash Dividends Declared Per Common Share $0.78 $0.70 11% Market Price Per Share at Year End $101.55 $69.15 47% Total Shareholder Return 48% 48% nm Debt-to-Capital3 20.8% 23.4% nm Operating4 2017 2016 Change 5 Adjusted Operating Revenues $1,687.8 $1,515.0 11% Adjusted Net Operating Income $253.9 $216.8 17% Diluted Adjusted Operating Income Per Share1 $5.52 $4.53 22% Adjusted Net Operating Income Return 20.6% 19.0% nm on Adjusted Stockholders’ Equity 1 Percent change in per share calculations is calculated prior to rounding per share amounts. 2 Share count reflects outstanding common shares and excludes restricted stock units (RSUs). 3 Debt-to-capital is that of the parent company only. Capital in the debt-to-capital ratio includes stockholders’ equity and the note payable. 4 A reconciliation of GAAP results to operating results can be found on our website at http://investors.primerica.com. 5 Certain variances are noted as “nm” to indicate not meaningful. FINANCIAL HIGHLIGHTS (in millions, except per share amounts and as noted) STOCKHOLDER INFORMATION Annual Meeting The annual meeting of stockholders of Primerica, Inc. will be held on Wednesday, May 16, 2018 at 10:00 a.m. Primerica TV Theater 1 Primerica Parkway Duluth, GA 30099 Corporate Office Primerica, Inc. 1 Primerica Parkway Duluth, GA 30099 (770) 381-1000 www.primerica.com Investor Contact Investor Relations Primerica, Inc. 1 Primerica Parkway Duluth, GA 30099 (866) 694-0420 investorrelations@primerica.com Media Contact Corporate Communications Primerica, Inc. 1 Primerica Parkway Duluth, GA 30099 (866) 694-0420 mediarelations@primerica.com Form 10-K Copies of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, including financial statements, are available on the Company’s Investor Relations website at http://investors.primerica.com or by written request to: Investor Relations Primerica, Inc. 1 Primerica Parkway Duluth, GA 30099 Common Stock Trading Symbol: PRI New York Stock Exchange Transfers Agent and Registrar Computershare 250 Royall Street Canton, MA 02021 Written Requests by Mail: Computershare, Inc. P.O. Box 505000 Louisville, KY 40233-5000 Written Requests by Overnight Delivery: Computershare, Inc. 462 South 4th Street, Suite 1600 Louisville, KY 40202 Toll Free Number: 1-866-517-2488 (US, Canada, Puerto Rico) Phone Number: 1-781-575-4223 (non-US) Stockholder Website: www.computershare.com/investor Board of Directors John A. Addison, Jr. CEO, Addison Leadership Group Joel M. Babbit Co-Founder and CEO, Narrative Content Group, LLC P. George Benson Professor of Decision Sciences and Former President, The College of Charleston C. Saxby Chambliss Partner, DLA Piper Gary L. Crittenden Private Investor Cynthia N. Day President and CEO of Citizens Bancshares Corporation and Citizens Trust Bank Mark Mason CFO, Institutional Clients Group of Citigroup Inc. Robert F. McCullough Private Investor Beatriz R. Perez Chief Public Affairs, Communications and Sustainability Officer for The Coca-Cola Company D. Richard Williams Chairman of the Board Glenn J. Williams CEO, Primerica, Inc. Barbara A. Yastine Private Investor and Independent Director © 2018 Primerica / 54658 / 3.18 / 444119 ON THE COVER: PRIMERICA EMPLOYEES AND REPRESENTATIVES WHO ARE DEVOTED TO HELPING FAMILIES ACHIEVE THEIR FINANCIAL GOALS. DEAR FELLOW STOCKHOLDERS, At Primerica, our purpose has remained unchanged since our founding in 1977: to create financially independent families. I’m pleased to report that in 2017, we were successful in helping thousands of middle income families set a course for achievement of their financial goals. At the same time, we experienced growth across our business and delivered value to our sales force, employees, and stockholders. Our representatives are active members of their communities. They take an educational approach to helping their families, friends, and acquaintances learn essential financial concepts, and they help them create a roadmap to protect their loved ones, save for retirement, and reduce their debt. These personal, face-to-face sales interactions are built on a foundation of trust and integrity. We remain focused on expanding distribution in order to assist more Main Street families and drive business growth. In 2017, we undertook initiatives to broaden the appeal of our business opportunity and make it easier for our sales representatives to help clients. These efforts led to 8% growth in the size of our independent sales force to over 126,000 life insurance-licensed representatives at year-end. Our strong growth will enable us to serve millions of Main Street clients in the years ahead. In July, our biennial convention provided an ideal opportunity to celebrate our accomplishments and set the course for the future. More than 43,000 people from the U.S., Canada, and Puerto Rico gathered in Indianapolis for this signature event where we announced initiatives to enhance our clients’ experience and to enrich the business opportunity for our sales representatives. THE POWER OF DISTRIBUTION SIZE OF LIFE INSURANCE-LICENSED SALES FORCE (END OF PERIOD) 20152014 2016 126,121 2017 98,358 106,710 116,827 Primerica is a different type of financial services company. Our mission is focused squarely on families who live and work in the communities we serve. We are dedicated to serving the men and women who teach our children, make our goods, grow our food, and protect our nation – Main Street families. We empower them to achieve their financial objectives, regardless of how large or small those goals might be. It’s a commitment that we take seriously, and it’s one that makes Primerica unique in the financial services industry. Over the past four decades, we’ve developed a deep understanding of our clients’ financial needs, and we know that they want to do business with someone they know and a company they can trust. On any given day, our representatives are in the homes of families all across North America, helping them understand how money works and giving them the knowledge and confidence they need to take the first steps toward a better future. In 2017, our life insurance issued face amount surpassed $95 billion, ranking us among the top term life insurance issuers in North America. We’re proud of this ranking because it confirms that we are honoring our mission and helping more families become properly protected. Also, our life insurance policies issued grew at a faster rate than the life insurance industry’s results. In addition to helping families become properly protected, we helped many families save for retirement. Our new Lifetime Investment Platform was a catalyst for Investment and Savings Products (ISP) sales growth in the second half of 2017. Market performance combined with this new product launch drove 11% growth in total ISP sales to a record $6.2 billion, and growth in client asset values to $61 billion in 2017, the largest in Primerica’s history. We ended 2017 with more than 24,300 mutual fund-licensed representatives, up 3% year-over-year. The breadth and scale of our face-to-face distribution capability is a competitive advantage that is unmatched in our industry. IMPACTING FAMILIES, CHANGING LIVES IN 2017, OUR LIFE INSURANCE ISSUED FACE AMOUNT SURPASSED $95 BILLION, RANKING US AMONG THE TOP TERM LIFE INSURANCE ISSUERS IN NORTH AMERICA. TERM LIFE INSURANCE POLICIES ISSUED AND FACE AMOUNT IN FORCE (POLICY COUNT IN THOUSANDS/$ IN BILLIONS) INVESTMENT & SAVINGS PRODUCTS SALES AND CLIENT ASSET VALUES (IN BILLIONS) POLICIES ISSUED 2014 20142015 20152016 20162017 2017 $681.9 $48.7 $47.4 $52.3 $61.2 $693.2 $728.4 $763.8 FULL YEAR SALES TERM LIFE FACE AMOUNT IN FORCE ENDING CLIENT ASSET VALUES 221.0 $5.7 $5.9 $5.6 $6.2 260.1 298.2 312.8 ADJUSTED OPERATING REVENUES (IN MILLIONS) ADJUSTED NET OPERATING INCOME (IN MILLIONS) TERM LIFE INSURANCE INVESTMENT & SAVINGS PRODUCTS CORPORATE AND OTHER DISTRIBUTED PRODUCTS 2014 20142015 20152016 20162017 2017 $253.9 $216.8 $182.8 $191.1 $692.4 $511.1 $521.3 $524.6 $572.7 $1,337.4 $1,405.9 $1,515.0 $1,687.8 $133.9 $120.6 $124.0 $122.8 $764.0 $866.4 $992.2 ADJUSTED OPERATING EARNINGS PER DILUTED SHARE ADJUSTED NET OPERATING INCOME RETURN ON ADJUSTED STOCKHOLDERS’ EQUITY (ROAE) 2014 2015 2016 2017 2017 $5.52 $4.53 $3.31 $3.72 ANNUALIZED GROWTH IN ADJUSTED OPERATING EPS OVER THE LAST 4 YEARS19% 20.6% 19.0% | 2016 16.9% | 2015 15.3% | 2014 In 2017, we showcased our ability to drive growth across the business, achieved positive financial results, and delivered stockholder value by prudently deploying capital. We repurchased $150 million of our common stock and retired approximately 4% of common stock outstanding as of December 31, 2016. In addition, we increased our quarterly stockholder dividends, including a 25% increase to $0.25 per share payable in the first quarter of 2018. In 2018, we plan to step up capital deployment by repurchasing approximately $200 million of Primerica’s common stock, in addition to stockholder dividends. Our financial achievements were driven by solid results in the Term Life and Investment and Savings Products segments. Our strong performance, coupled with share repurchases, resulted in adjusted operating return on adjusted operating equity (ROAE) increasing 160 basis points to 20.6%, which was among the best in the industry. Adjusted net operating income also expanded 17% and adjusted net operating earnings per share increased 22% year-over-year. We remain committed to maintaining a strong balance sheet and we continue to demonstrate a strong capital position with Primerica Life Insurance Company’s statutory risk based capital ratio estimated to be at around 450% at the end of the year. Our financial strength was validated in 2017 when Standard & Poor’s, Moody’s, and A.M. Best Company affirmed their strong ratings of Primerica, Inc. and Primerica Life Insurance Company. SUCCESSFUL PERFORMANCEADJUSTED NET OPERATING INCOME (IN MILLIONS) ADJUSTED NET OPERATING INCOME RETURN ON ADJUSTED STOCKHOLDERS’ EQUITY (ROAE) 3/31/17 6/30/1712/31/16 9/30/17 12/31/17 PRIMERICA, INC. S&P 500 48% 22% *TOTAL STOCKHOLDER RETURN MEASURES THE STOCK’S PERFORMANCE INCLUDING DIVIDENDS TOTAL STOCKHOLDER RETURN VERSUS THE S&P 500* (1-YEAR) OUR FINANCIAL ACHIEVEMENTS WERE DRIVEN BY SOLID RESULTS IN THE TERM LIFE AND INVESTMENT AND SAVINGS PRODUCTS SEGMENTS. Primerica has a long history of investing in our people and our communities. In 2017, we issued our first Corporate Responsibility Report, which detailed how we make a meaningful difference for our communities and stakeholders. Our positive impact is achieved through: • providing financial information and products our clients need; • embracing a diverse employee base and independent sales force; • building strong communities through targeted charitable giving, employee volunteerism, and grant funding from The Primerica Foundation; and • executing sound fiscal and governance practices. We also strive to operate our business in a sustainable manner with minimal impact on the environment. We have implemented industry-leading technology throughout the Company in order to reduce paper consumption, improve efficiency, and reduce our carbon footprint. We take deep pride in the role Primerica, our employees, and our sales force play in supporting strong communities, a healthy environment, and economic growth. CORPORATE RESPONSIBILITY PRIMERICA IS DEEPLY COMMITTED TO IMPROVING THE COMMUNITIES IN WHICH WE LIVE AND WORK. THE FINANCIAL KNOWLEDGE WE IMPART AND THE PRODUCTS WE PROVIDE HELP TO EMPOWER MAIN STREET FAMILIES TO REALIZE THEIR FINANCIAL GOALS, AND OUR CHARITABLE GIVING AND EMPLOYEE VOLUNTEERISM HELP MAKE A TANGIBLE DIFFERENCE IN NEIGHBORHOODS THROUGHOUT NORTH AMERICA. PRIMERICA PROMOTES FINANCIAL LITERACY BY SUPPORTING PROGRAMS LIKE JUNIOR ACHIEVEMENT. THIS PROGRAM SHARES OUR BELIEF THAT ALL PEOPLE SHOULD BUILD A FOUNDATION UPON WHICH THEY CAN MAKE INTELLIGENT FINANCIAL DECISIONS THAT LAST A LIFETIME. PRIMERICA HAS BEEN IMPLEMENTING LEADING TECHNOLOGY THROUGHOUT THE COMPANY – PARTICULARLY IN REGARD TO DIGITAL APPLICATIONS FOR OUR SALES FORCE. WE REMAIN FOCUSED ON DEVELOPING THOSE DIGITAL CAPABILITIES TO DEEPEN CLIENT RELATIONSHIPS. BUILDING FOR THE FUTURE Sincerely, Glenn J. Williams Chief Executive Officer We constantly work to drive long-term value for all of our stakeholders by evaluating uses of free cash flow and executing our four-pronged strategy for future growth. Our strategy includes focused initiatives to: • maximize sales force growth, leadership, and productivity; • broaden our portfolio of protection products; • enhance our ISP business and product offerings; and • develop digital capabilities to deepen client relationships. We have had great success in driving organic growth over the past few years, and continue to assess opportunities to provide more solutions and enhancements for our clients and sales force. We are confident that our financial strength and comprehensive business model will continue to deliver strong results to all of our stakeholders. Our dedicated representatives and employees comprise the best team in our industry and are successfully executing against our objectives. Together, we are focused on maximizing our opportunities, and as a result, Primerica has never been stronger. We are proud of our accomplishments in 2017 and look forward to empowering Main Street families for many years to come. Thank you for your ongoing investment in Primerica. Glenn J. Williams Chief Executive Officer Alison S. Rand Chief Financial Officer Peter W. Schneider President Gregory C. Pitts Chief Operating Officer LEFT TO RIGHT: EXECUTIVE LEADERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ‘TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34680 Primerica, Inc. (Exact name of registrant as specified in its charter) Delaware 27-1204330 (State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 1 Primerica Parkway Duluth, Georgia 30099 (Address of principal executive offices)(ZIP Code) Registrant’s telephone number, including area code: (770) 381-1000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $0.01 Par Value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.È Yes ‘No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.‘Yes È No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.È Yes ‘No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).È Yes ‘No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.È Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘(Do not check if a smaller reporting company)Smaller reporting company ‘ Emerging growth company ‘ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.‘ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).‘Yes È No The aggregate market value of the voting common equity held by non-affiliates of the registrant as of June 30, 2017, was $3,395,813,718. The number of shares of the registrant’s Common Stock outstanding at January 31, 2018, with $0.01 par value, was 44,311,634. Documents Incorporated By Reference Certain information contained in the Proxy Statement for the Company’s Annual Meeting of Stockholders to be held on May 16, 2018 is incorporated by reference into Part III hereof. TABLE OF CONTENTS Page PART I 4 Item 1. Business 4 Item 1A. Risk Factors 31 Item 1B. Unresolved Staff Comments 51 Item 2. Properties 52 Item 3. Legal Proceedings 52 Item 4. Mine Safety Disclosures 52 Item X. Executive Officers and Certain Significant Employees of the Registrant 52 PART II 55 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 55 Item 6. Selected Financial Data 58 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 60 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 92 Item 8. Financial Statements and Supplementary Data 95 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 151 Item 9A. Controls and Procedures 151 Item 9B. Other Information 153 PART III 154 Item 10. Directors, Executive Officers and Corporate Governance 154 Item 11. Executive Compensation 155 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 155 Item 13. Certain Relationships and Related Transactions, and Director Independence 155 Item 14. Principal Accounting Fees and Services 155 PART IV 156 Item 15. Exhibits, Financial Statement Schedules 156 Signatures 174 CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS Investors are cautioned that certain statements contained in this report as well as some statements in periodic press releases and some oral statements made by our officials during our presentations are “forward-looking” statements. Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements, and may contain the words “expect”, “intend”, “plan”, “anticipate”, “estimate”, “believe”, “will be”, “will continue”, “will likely result”, and similar expressions, or future conditional verbs such as “may”, “will”, “should”, “would”, and “could.” In addition, any statement concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible actions taken by us or our subsidiaries are also forward- looking statements. These forward-looking statements involve external risks and uncertainties, including, but not limited to, those described under the section entitled “Risk Factors” included herein. Forward-looking statements are based on current expectations and projections about future events and are inherently subject to a variety of risks and uncertainties, many of which are beyond the control of our management team. All forward-looking statements in this report and subsequent written and oral forward- looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties include, among others: • our failure to continue to attract new recruits, retain sales representatives or license or maintain the licensing of our sales representatives would materially adversely affect our business, financial condition and results of operations; • there are a number of laws and regulations that could apply to our distribution model, which could require us to modify our distribution structure; • there may be adverse tax, legal or financial consequences if the independent contractor status of our sales representatives is overturned; • the Company’s or its independent sales representatives’ violation of, or non- compliance with, laws and regulations and related claims and proceedings could expose us to material liabilities; • any failure to protect the confidentiality of client information could adversely affect our reputation and have a material adverse effect on our business, financial condition and results of operations; • we may face significant losses if our actual experience differs from our expectations regarding mortality or persistency; • the occurrence of a catastrophic event could materially adversely affect our business, financial condition and results of operations; • our insurance business is highly regulated, and statutory and regulatory changes may materially adversely affect our business, financial condition and results of operations; • a decline in the regulatory capital ratios of our insurance subsidiaries could result in increased scrutiny by insurance regulators and ratings agencies and have a material adverse effect on our business, financial condition and results of operations; • a significant ratings downgrade by a ratings organization could materially adversely affect our business, financial condition and results of operations; • the failure by any of our reinsurers or reserve financing counterparties to perform its obligations to us could have a material adverse effect on our business, financial condition and results of operations; Primerica 2017 Annual Report 1 CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS • our Investment and Savings Products segment is heavily dependent on mutual fund and annuity products offered by a relatively small number of companies, and, if these products fail to remain competitive with other investment options or we lose our relationship with one or more of these companies, our business, financial condition and results of operations may be materially adversely affected; • the Company’s or its securities-licensed sales representatives’ violations of, or non- compliance with, laws and regulations could expose us to material liabilities; • if heightened standards of conduct or more stringent licensing requirements, such as those proposed by the Securities and Exchange Commission and those adopted by the Department of Labor, are imposed on us or our sales representatives, or selling compensation is reduced as a result of new legislation or regulations, it could have a material adverse effect on our business, financial condition and results of operations; • if our suitability policies and procedures, or our policies and procedures for compliance with the Department of Labor’s fiduciary duty rule, were deemed inadequate, it could have a material adverse effect on our business, financial condition and results of operations; • our sales force support tools may fail to appropriately identify financial needs or suitable investment products; • non-compliance with applicable regulations could lead to revocation of our subsidiary’s status as a non-bank custodian; • as our securities sales increase, we become more sensitive to performance of the equity markets; • if one of our significant information technology systems fails, if its security is compromised, or if the Internet becomes disabled or unavailable, our business, financial condition and results of operations may be materially adversely affected; • the current legislative and regulatory climate with regard to cybersecurity may adversely affect our business, financial condition, and results of operations; • in the event of a disaster, our business continuity plan may not be sufficient, which could have a material adverse effect on our business, financial condition and results of operations; • credit deterioration in, and the effects of interest rate fluctuations on, our invested asset portfolio and other assets that are subject to changes in credit quality and interest rates could materially adversely affect our business, financial condition and results of operations; • valuation of our investments and the determination of whether a decline in the fair value of our invested assets is other- than-temporary are based on estimates that may prove to be incorrect; • changes in accounting standards can be difficult to predict and could adversely impact how we record and report our financial condition and results of operations; • the effects of economic down cycles could materially adversely affect our business, financial condition and results of operations; • we are subject to various federal, state and provincial laws and regulations in the United States and Canada, changes in which or violations of which may require us to alter our business practices and could materially adversely affect our business, financial condition and results of operations; • litigation and regulatory investigations and actions may result in financial losses and harm our reputation; • the current legislative and regulatory climate with regard to financial services may adversely affect our business, financial condition, and results of operations; • the inability of our subsidiaries to pay dividends or make distributions or other payments to us in sufficient amounts would impede our ability to meet our obligations and return capital to our stockholders; 2 Freedom Lives Here ™ CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS • a significant change in the competitive environment in which we operate could negatively affect our ability to maintain or increase our market share and profitability; • the loss of key employees and sales force leaders could negatively affect our financial results and impair our ability to implement our business strategy; • we may be materially adversely affected by currency fluctuations in the United States dollar versus the Canadian dollar; and • the market price of our common stock may fluctuate. Developments in any of these areas could cause actual results to differ materially from those anticipated or projected or cause a significant reduction in the market price of our common stock. The foregoing list of risks and uncertainties may not contain all of the risks and uncertainties that could affect us. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur. Accordingly, undue reliance should not be placed on these statements. We undertake no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law. Primerica 2017 Annual Report 3 PART I ITEM 1. BUSINESS. Primerica, Inc. (“Primerica”, “we”, “us” or the “Parent Company”) is a leading distributor of financial products to middle-income households in the United States and Canada with 126,121 licensed sales representatives at December 31, 2017. We assist our clients in meeting their needs for term life insurance, which we underwrite, and mutual funds, annuities, managed investments and other financial products, which we distribute primarily on behalf of third parties. We insured approximately five million lives and have over two million client investment accounts at December 31, 2017. Our distribution model uniquely positions us to reach underserved middle-income consumers in a cost-effective manner and has proven itself in both favorable and challenging economic environments. Our mission is to serve middle-income families by helping them make informed financial decisions and providing them with a strategy and means to gain financial independence. Our distribution model is designed to: •Address our clients’ financial needs.Our licensed sales representatives primarily use our proprietary financial needs analysis tool (“FNA”) and an educational approach to demonstrate how our product offerings can assist clients to provide financial protection for their families, save for their retirement and other needs, and manage their debt. Typically, our clients are the friends, family members and personal acquaintances of our sales representatives. Meetings are generally held in informal, face-to-face settings, usually in the clients’ homes. •Provide a business opportunity.We provide an entrepreneurial business opportunity for individuals to distribute financial products. Low entry fees as well as the ability to select their own schedules and time commitments allow our sales representatives to supplement their income by starting their own independent businesses without leaving their current jobs. Our unique compensation structure, technology, sales support and back-office processing are designed to enable our sales representatives to successfully grow their independent businesses. We believe there is significant opportunity to meet the increasing array of financial services needs of our clients. We intend to leverage our sales force to provide additional products and services that meet such client needs, which will drive long-term value for all of our stakeholders. Our strategy is organized across four primary areas: • Maximizing sales force growth, leadership and productivity; • Broadening our protection product portfolio; • Providing offerings that enhance our Investment and Savings Products (“ISP”) business; and • Developing digital capabilities to deepen our client relationships. Corporate Structure We conduct our core business activities in the United States through three principal entities, all of which are direct or indirect wholly owned subsidiaries of the Parent Company: • Primerica Financial Services, Inc. (“PFS”), our general agency and marketing company; • Primerica Life Insurance Company (“Primerica Life”), our principal life insurance underwriting company; and • PFS Investments Inc. (“PFS Investments”), our investment and savings products company, broker-dealer and registered investment advisor. Primerica Life is domiciled in Tennessee, and its wholly owned subsidiary, National Benefit Life Insurance Company (“NBLIC”), is a New York- domiciled life insurance underwriting company. Prior to Primerica Life’s redomestication to 4 Freedom Lives Here ™ ITEM 1. BUSINESS Tennessee in December 2017, Primerica Life was a Massachusetts-domiciled life insurance underwriting company. We conduct our core business activities in Canada through three principal entities, all of which are indirect wholly owned subsidiaries of the Parent Company: • Primerica Life Insurance Company of Canada (“Primerica Life Canada”), our Canadian life insurance underwriting company; • PFSL Investments Canada Ltd. (“PFSL Investments Canada”), our Canadian licensed mutual fund dealer; and • PFSL Fund Management Ltd. (“PFSL Fund Management”), our Canadian investment funds manager. Primerica was incorporated in the United States as a Delaware corporation in October 2009 to serve as a holding company for the Primerica businesses (collectively, the “Company”). Our businesses, which prior to April 1, 2010, were wholly owned indirect subsidiaries of Citigroup Inc. (“Citigroup”), were transferred to us by Citigroup on April 1, 2010 in a reorganization pursuant to which we completed an initial public offering in April 2010 (the “IPO”). On March 31, 2010, we entered into certain coinsurance transactions to cede between 80% and 90% of the risks and rewards of our term life insurance policies that were in force at year-end 2009. We continue to administer all policies subject to these coinsurance agreements. Our Clients Our clients are generally middle-income consumers, which we define as households with $30,000 to $100,000 of annual income. According to the 2016 U.S. Census Bureau Current Population Survey, the latest period for which data is available, almost 50% of U. S. households fall in this range. We believe that we understand the financial needs of the middle- income segment which include: •Many have inadequate or no life insurance coverage.Individual life insurance sales in the United States declined from 12.5 million policy sales in 1975 to 10.2 million policy sales in 2016, the latest period for which data is available, according to the Life Insurance Marketing and Research Association International, Inc. (“LIMRA”), a worldwide association of insurance and financial services companies. We believe that term life insurance, which we have provided to middle-income clients for many years, is generally the best option for them to meet their life insurance needs. •Many need help saving for retirement and other personal goals.Many middle-income families continually find it challenging to save for retirement and other goals. By developing personalized savings programs for our clients using our proprietary FNA and offering a wide range of mutual funds, annuities, managed investments and segregated fund products sponsored and managed by established firms, our sales representatives are well equipped to help clients develop long-term savings plans to address their financial needs. •Many need to reduce their consumer debt.Many middle-income families have numerous debt obligations from credit cards, auto loans, and home mortgages. We help our clients address these financial burdens by providing personalized and client-driven debt resolution techniques. •Many prefer to meet face-to-face when considering financial products.Historically, many middle-income consumers have indicated a preference to meet face-to-face when considering financial products or services. As such, we have designed our business model to address this preference in a cost-effective manner. Our Distribution Model Our distribution model, which is based on a traditional insurance agency model and borrows aspects from franchising and direct sales, is designed to reach and serve middle-income consumers efficiently by selling to customers through our sales representatives. Key Primerica 2017 Annual Report 5 ITEM 1. BUSINESS characteristics of our unique distribution model include: •Independent entrepreneurs:Our sales representatives are independent contractors building and operating their own businesses. This business-within-a-business approach means that our sales representatives are entrepreneurs who take responsibility for selling products, recruiting and developing sales representatives, setting their own schedules and managing and paying the administrative expenses associated with their sales activities. •Flexible time commitment:By offering a flexible time commitment opportunity, we are able to attract a significant number of recruits who desire to earn supplemental income and generally concentrate on smaller-sized transactions typical of middle- income consumers. Our sales representatives are able to start their independent businesses for low entry fees, for which they receive technological support, pre-licensing training and access to licensing examination preparation programs. Our sales representatives sell or refer products directly to consumers, and therefore our business opportunity does not require recruits to purchase and resell our products. Most of our sales representatives begin selling products on a part-time basis, which enables them to hold jobs while exploring an entrepreneurial business opportunity with us. •Incentive to build distribution:When a sale is made, the selling representative receives a commission, as does the licensed representative who recruited him or her in most cases. Sales commissions are paid through several levels of the selling representative’s recruitment organization. This structure motivates existing sales representatives to grow our sales force and provides them with commission income from the sales completed by representatives in their sales organization. •Sales force leadership: A sales representative who has built a successful organization and has obtained his or her life insurance and securities licenses can achieve the sales designation of Regional Vice President (“RVP”), which qualifies him or her to a higher commission schedule. RVPs are independent contractors who open and operate offices for their sales organizations and devote their full-time attention to their businesses. RVPs also support and monitor the sales representatives, on whose sales they earn commissions, in achieving compliance with applicable regulatory requirements. RVPs’ efforts to expand their businesses are a primary driver of our success. •Innovative compensation structure:We have developed an innovative system for compensating our independent sales force that is contingent upon product sales. We advance to our sales representatives a significant portion of their insurance commissions upon their submission of an insurance application and the first month’s premium payment. In addition to being a source of motivation, this advance provides our sales representatives with immediate cash flow to offset costs associated with originating the business. In addition, monthly production bonuses are paid to RVPs whose sales organizations meet certain sales levels. With compensation tied to sales activity, our compensation approach accommodates varying degrees of individual productivity, which allows us to effectively use a large group of part-time sales representatives while providing a variable cost structure. In addition, we incentivize our RVPs with quarterly restricted stock units based largely on sales production (“equity-based compensation”), which aligns their interests with those of our stockholders. •Large, dynamic sales force:Members of our sales force primarily serve their friends, family members and personal acquaintances through individually driven networking activities. We believe that this warm market approach is an effective way to distribute our product offerings because it facilitates face-to-face interaction initiated 6 Freedom Lives Here ™ ITEM 1. BUSINESS by a trusted acquaintance of the prospective client, which is difficult to replicate using other distribution approaches. Due to the large size of our sales force and the active recruiting of new sales representatives, our sales force is able to continually access an expanding base of prospective clients without engaging costly media channels. •Motivational culture:In addition to the motivation for our sales representatives to achieve financial success, we seek to create a culture that inspires and rewards our sales representatives for their personal successes and those of their sales organizations through sales force recognition events and contests. We also use Intranet-streamed broadcasts and local, regional and national meetings to inform and teach our sales representatives, as well as facilitate camaraderie and the exchange of ideas across the sales force organization. These initiatives encourage and empower our sales representatives to develop their own successful sales organizations. •Inclusive culture: Building and maintaining an ethnically and demographically diverse sales force is important to us, as we believe our sales force reflects the middle market communities we serve. As the communities we serve become more diverse, our sales force does as well. Structure and Scalability of Our Sales Force New sales representatives are recruited by existing sales representatives. When these new recruits join our sales force, they become part of the sales organization of the sales representative who recruited them as well as the sales organizations to which the recruiting sales representative belongs. We encourage our sales representatives to bring in new recruits to build their own sales organizations, enabling them to earn commissions on sales made by members of their sales organizations. RVPs establish and maintain their own offices, which we refer to as field offices. Additionally, they are responsible for funding the costs of their administrative staff, marketing materials, travel, and training and certain recognition events for the sales representatives in their respective sales organizations. Field offices provide a location for our representatives to conduct recruiting meetings, training events and sales-related meetings, disseminate our Intranet- streamed broadcasts, conduct compliance functions, and house field office business records. Some business locations house more than one field office. At December 31, 2017, approximately 5,000 field offices in approximately 2,860 locations were managed by sales representatives that served as full-time RVPs. RVPs play a major role in training, motivating and monitoring their sales representatives. Because the sales representative’s compensation grows with the productivity of his or her sales organization, our distribution model provides financial rewards to sales representatives who successfully develop, support and monitor productive sales representatives. In addition to our commission structure, we offer the Primerica Ownership Program. This program provides qualifying RVPs a contractual right, upon meeting certain criteria, to transfer their Primerica businesses to another RVP or a qualifying family member at such time as they desire. Furthermore, we have developed proprietary tools and technology to enable our RVPs to reduce the time spent on administrative responsibilities associated with their sales organizations so they can devote more time to the sales, recruiting and training activities that drive our growth. We believe that our tools and technology, coupled with our sales compensation programs, further incentivize our sales representatives to become RVPs. Both the structure of our sales force and the capacity of our support capabilities provide us with a high degree of scalability as we grow our business. Our support systems and technology are capable of supporting a large sales force and a high volume of transactions. In addition, by Primerica 2017 Annual Report 7 ITEM 1. BUSINESS sharing training and compliance activities with our RVPs, we are able to grow without incurring proportionate overhead expenses. Recruitment of Sales Representatives The recruitment of sales representatives is undertaken by our existing sales representatives, who identify prospects and share with them the benefits of associating with our organization. Our sales representatives showcase our organization as dynamic and capable of improving the lives of middle-income families. After the initial contact, prospective recruits typically are invited to an opportunity meeting, which is conducted by an RVP. The objective of an opportunity meeting is to inform prospective recruits about our mission and their opportunity to start their own business by becoming sales representatives. At the conclusion of each opportunity meeting, prospective recruits are asked to complete an application and pay a nominal fee to commence their pre-licensing training and licensing examination preparation programs and, depending on the state or province, to cover their licensing exam registration costs, which are provided by the Company generally at no additional charge. Recruits are not obligated to purchase any of the products we offer in order to become sales representatives, though they may elect to make such purchases. Recruits may become our clients or provide us with access to their friends, family members and personal acquaintances. As a result, we continually work to improve our systematic approach to recruiting and training new sales representatives. Similar to other distribution systems that rely upon part-time sales representatives and typical of the life insurance industry in general, we experience wide disparities in the productivity of individual sales representatives. Many new recruits do not get licensed, often due to the time commitment required to obtain licenses and various regulatory and licensing hurdles. Many of our licensed sales representatives are only marginally active, as there are no minimum life insurance production requirements. As a result, we plan for this disparate level of productivity and view a continuous recruiting cycle as a key component of our distribution model. Our distribution model is designed to address the varying productivity associated with our sales representatives by paying production- based compensation, emphasizing recruiting, and developing initiatives to address barriers to licensing new recruits. By providing commissions to sales representatives on the sales generated by their sales organization, our compensation structure aligns the interests of our sales representatives with our interests in recruiting new representatives and creating sustainable sales production. The following table provides information on new recruits and life insurance-licensed sales representatives: Year ended December 31, 2017 2016 2015 Number of new recruits 303,867 262,732 228,115 Number of newly life insurance-licensed sales representatives 48,535 44,724 39,632 Number of life insurance-licensed sales representatives, at period end 126,121 116,827 106,710 Average number of life insurance-licensed sales representatives during period 121,291 111,843 101,660 We define new recruits as individuals who have submitted an application to join our sales force together with payment of the nominal fee to commence their pre-licensing training. Certain recruits may not meet the compliance standards to join our sales force, and others elect to withdraw prior to becoming active in our business. 8 Freedom Lives Here ™ ITEM 1. BUSINESS On average, it requires approximately three months for our sales representatives to complete the necessary applications and pre- licensing coursework and to pass the applicable state or provincial examinations to obtain a license to sell our term life insurance products. As a result, individuals recruited to join our sales force within a given fiscal period may not become licensed sales representatives or meet compliance standards until a subsequent period. Sales Force Motivation, Training, Communication and Sales Support Tools Motivating, training and communicating with our sales force are critical to our success and that of our sales force. Motivation:Through our proven system of sales force recognition events, contests and communications, we provide incentives that drive our results. Motivation is driven in part by our sales representatives’ desire to achieve higher levels of financial success by building their own businesses as Primerica sales representatives. The opportunity to help underserved middle-income households address financial challenges is also a significant source of motivation for many of our sales representatives, as well as for our management and home office employees. We motivate our sales representatives to succeed in their businesses by: • compensating our sales representatives for product sales made by them and their sales organizations; • training our sales representatives on financial fundamentals so they can confidently and effectively assist our clients; • reducing the administrative burden on our sales force, which allows them to devote more of their time to building a sales organization and selling products; and • creating a culture in which sales representatives are encouraged to achieve goals through the recognition of their sales and recruiting achievements, as well as those of their sales organizations. We conduct numerous local, regional and national meetings to help inform and motivate our sales force. In June 2017, we hosted our biennial international convention and associated meetings at the Indianapolis Convention Center and Lucas Oil Stadium in Indianapolis, Indiana, which was attended by approximately 40,000 people from the United States, Canada and Puerto Rico. Most of our new recruits and sales representatives who attended our biennial international convention did so at their own expense, which we believe further demonstrates their commitment to our organization and mission. Training, Communication and Sales Support Tools:Primerica Online (“POL”), delivered through a secure Intranet website and a cross- platform mobile application (“Primerica App”), is our primary tool designed to support a sales and distribution model that relies on a large group of predominantly part-time sales representatives and assist them in building their own businesses. We provide our sales representatives with communication, training, and sales support tools on POL that allow both new and experienced sales representatives to offer financial information and products to their clients. POL provides sales representatives with access to various business tracking and management tools, licensing support tools, product-specific training, and sales procedures and tools. Additionally, POL provides access to internal training programs and videos covering sales, management skills, business ownership, and compliance. We also use POL to provide real- time recognition of sales representatives’ successes and scoreboards for sales force production, contests and trips. In addition, POL is a gateway to our product providers and product support. Subscribers generally pay a small monthly fee to subscribe to POL, which helps cover the cost of developing new resources and maintaining this support system. A limited version of POL that provides access to Primerica e-mail, compliance and compensation information, newsletters and bulletins is available at no cost. Primerica 2017 Annual Report 9 ITEM 1. BUSINESS The primary features and tools available on POL include: •Training and Licensing Tools: POL provides sales representatives with access to study tools for life insurance and securities licensing examinations such as pre-licensing study materials, on-demand videos, personalized licensing study plans, exam simulators, progress tracking, and exam and license registration. POL also provides access to obtain online certifications to sell certain other distributed products. •Communication Tools: POL provides access to marketing materials for our product offerings, Company news and events, live streaming shows, on-demand videos, home office bulletins, Primerica e-mail, contact lists, and a hosted professional business website for our sales representatives. We broadcast and deliver video content on POL through our own digital video channel, PFN TV. We create original broadcasts and videos that enable senior management to provide business updates to our sales force as well as training and motivational presentations. We broadcast live programs hosted by home office management and selected RVPs that focus on new developments and provide motivational messages to our sales force. We also broadcast a training-oriented program to our sales force on a weekly basis and profile successful sales representatives, allowing these individuals to educate and train other sales representatives by sharing their methods for success. •Sales Support and Client Management Tools: –Our Financial Needs Analysis:Our FNA is a proprietary, needs-based analysis tool. The FNA gives our sales representatives the ability to collect and synthesize client financial data and develop a financial analysis for the client that is easily understood. The FNA helps our clients understand their financial needs in the areas of debt, financial protection, and savings as well as introduces prudent financial concepts, such as regular saving and accelerating the repayment of high cost credit card debt to help them reach their financial goals. The FNA also provides clients with a snapshot of their current financial position and identifies their life insurance, savings and debt resolution needs. –Our Point-of-Sale Application Tool:Our point-of-sale technology, TurboApps, is an internally developed system that streamlines the application process for our insurance and investment products. These applications populate client information from the FNA to eliminate redundant data collection and provide real-time feedback to eliminate incomplete and illegible applications. Integrated with our paperless field office management system described below and with our home office systems, TurboApps allows our RVPs and us to realize the efficiencies of straight- through-processing of application data and other information collected on our sales representatives’ mobile devices, which results in expedited processing of product sales. –Virtual Base Shop:In an effort to ease the administrative burden on RVPs and simplify sales force operations, we make available to RVPs a secure Intranet- based paperless field office management system as part of the POL subscription. This virtual office is designed to automate the RVP’s administrative responsibilities and can be accessed by subscribing sales representatives in an RVP’s immediate sales organization, which we refer to as his or her base shop. –Shareholder Account Manager (“SAM”):SAM is a web-based tool that allows our investment-licensed representatives to service client investments in mutual funds accessed through our transfer agent platform. 10 Freedom Lives Here ™ ITEM 1. BUSINESS –Client Relationship Manager (“CRM”): Our CRM tool allows sales representatives and their upline RVPs to organize client information, such as personal contact info, product relationships, account details, notes, appointments and follow-ups, in one place to enable fast and convenient access for managing client relationships. –Primerica App:In 2018, we plan to launch a sales tool that will allow representatives to seamlessly move from a mobile life insurance application to a pre-filled investment application, streamlining the investment discussion. We expect this tool to help our sales representatives guide clients through the investment decision process and ultimately provide investment alternatives based on the client’s individual situation. Further, we believe the new technology will create efficiencies and drive long-term productivity as well as make the ISP business more attractive to sales representatives who are considering obtaining a securities license. In addition, our publications department produces materials to support, motivate and inform our sales force. We sell recruiting materials, sales brochures, business cards and stationery and provide communications services that include web design, print presentations, graphic design and script writing. We also produce a weekly mailing that includes materials promoting our current incentives, as well as the latest news about our product offerings. Performance-Based Compensation Structure Our commission structure is rooted in our origin as an insurance agency. Our sales representatives can receive compensation in multiple ways, including: • sales commissions and fees based on their personal sales, referrals, and client assets under management; • sales commissions based on sales and referrals by sales representatives in their sales organizations and fees based on client assets under management in their sales organizations; • bonuses and other compensation, including equity-based compensation, generated by their own sales performance, the aggregate sales performance of their sales organizations and other criteria; and • participation in our contests and other incentive programs. Our compensation structure pays a commission to the sales representative who sells the product and to several representatives above the selling representative within their sales organization. With respect to term life insurance sales, commissions are calculated based on the total first-year premium (excluding the policy fee) for all policies and riders up to a maximum premium. To motivate our sales force, we compensate sales representatives for term life insurance product sales as quickly as possible. We advance a majority of the insurance commission upon the submission of a completed application and the first month’s premium payment. As the client makes his or her premium payments, the commission is earned by the sales representative and the commission advance is recovered by the Company. If premium payments are not made by the client and the policy terminates, any outstanding advance commission is charged back to the sales representative. The chargeback, which only occurs in the first year of a policy, would equal that portion of the advance that was made, but not earned, by the sales representative because the client did not pay the full premium for the period of time for which the advance was made to the sales representative. Chargebacks, which occur in the normal course of business, may be recovered by reducing any cash amounts otherwise payable to the sales representative. Sales representatives and representatives above them in their sales organizations are contractually obligated to repay us any commission advances that are ultimately not earned due to the underlying policy lapsing Primerica 2017 Annual Report 11 ITEM 1. BUSINESS prior to the full commission being earned. Additionally, we hold back a portion of the commissions earned by our sales representatives as a reserve out of which we may recover chargebacks. The amounts held back are referred to as deferred compensation account commissions (“DCA commissions”). DCA commissions are available to reduce amounts owed to the Company by sales representatives. DCA commissions also provide a sales representative with a cushion against the chargeback obligations of representatives in their sales organization. DCA commissions, unless applied to amounts owed, are ultimately released to sales representatives. We pay most term life insurance commissions during the first policy year. One of our term riders provides for coverage increases after the first year. For such riders, we pay first-year and renewal commissions only for premium increases related to the increased coverage. Additionally, we pay renewal commissions on some older in-force policies. At the end of the policy durations, we pay compensation on policy continuations and exchanges. For most mutual funds (non-managed investments) and annuity products, commissions are paid both on the sale and on the value of assets under management and are calculated based on the dealer reallowance and trail compensation actually paid to us. For managed investment products, fees earned are primarily based on the assets under management and represent the fee we receive as compensation for as long as we retain the account. For our Canadian segregated fund investment product, we pay our sales representatives a sales commission based on the amount invested and a monthly fee based on clients’ asset values. We also pay compensation to our sales force with respect to sales of prepaid legal services subscriptions and referrals for customers purchasing other distributed products. Prepaid legal services commissions are paid in fixed amounts on the sale of the respective subscription. Commissions related to other distributed products are calculated based on the type of product sold or referred. We pay bonuses and other incentive compensation for the sale of certain products. Bonuses are paid to the sales representatives and RVPs for achieving specified production levels for the sale of term life insurance, investment and savings products and other distributed products. In addition to these methods of compensation, we use a quarterly compensation program under which RVPs can earn equity-based compensation based largely on sales production. Sales Force Licensing and Support The states, provinces and territories in which our sales representatives operate generally require our sales representatives to obtain and maintain licenses to sell our insurance and securities products, requiring our sales representatives to pass applicable examinations. Our sales representatives may also be required to maintain licenses to sell certain of our other distributed products. To encourage new recruits to obtain their life insurance licenses, we either pay directly or reimburse the sales representative for certain licensing-related fees and expenses once he or she passes the applicable exam and obtains the applicable life insurance license. To sell insurance products, our sales representatives must be licensed by their resident state, province or territory and by any other state, province or territory in which they do business. In most states, our sales representatives must be appointed by our applicable insurance subsidiary. Our in-house life insurance licensing program offers new recruits a significant number of classroom life insurance pre-licensing courses to meet applicable state and provincial licensing requirements and prepares recruits to pass applicable licensing exams. To sell mutual funds and variable annuity products, our U.S. sales representatives must be registered with the Financial Industry Regulatory Authority (“FINRA”) and hold the appropriate license(s) designated by each state in which they sell securities products, as well as be appointed by the annuity underwriter in the states in which 12 Freedom Lives Here ™ ITEM 1. BUSINESS they market annuity products. Our sales representatives must meet all state and regulatory requirements and be designated as an investment advisor representative in order to sell our managed investment products. We contract with third-party training firms to conduct securities license exam preparation for our sales representatives, and we also offer supplemental training tools. Our Canadian sales representatives selling mutual fund products are required to be licensed by the securities regulators in the provinces and territories in which they sell mutual fund products. Our Canadian sales representatives who are licensed to sell our insurance products do not need any further licensing to sell our segregated funds products. For sales of our other distributed products, appropriate state, provincial and territorial licensing may be required. Supervision and Compliance To ensure compliance with various federal, state, provincial and territorial legal requirements, we along with the RVPs share responsibility for maintaining an overall compliance program that involves compliance training and supporting as well as monitoring the activities of our sales representatives. We work with the RVPs to develop and maintain appropriate compliance procedures and systems. Generally, all RVPs must obtain a principal license (FINRA Series 26 in the United States and Branch Manager license in Canada), and, as a result, they assume responsibility over the activities of their sales organizations. Additional supervision is provided by approximately 500 Offices of Supervisory Jurisdiction (“OSJs”), which are run by select RVPs who receive additional compensation for assuming responsibility for supervision and compliance monitoring across all product lines. OSJs are required to periodically inspect sales force field offices and report to us any compliance issues they observe. Our Field Supervision Department regularly assists the OSJs and communicates compliance requirements to them to ensure they properly discharge their responsibilities. In addition, our Compliance Department regularly runs surveillance reports designed to monitor the activity of our sales force and investigates any unusual or suspicious activity identified during these reviews or during periodic inspections of RVP offices. All of our sales representatives are required to participate in our annual regulatory-required compliance meeting, a program administered by our senior management and our legal and compliance staff at which we provide a compliance training overview across all product lines and require the completion of compliance checklists by each of our licensed sales representatives for each product he or she offers. Additionally, our sales representatives receive periodic compliance communications regarding new compliance developments and issues of special significance. Furthermore, the OSJs are required to complete an annual training program that focuses on securities compliance and field supervision. Our Field Audit Department regularly conducts audits of all sales representative offices, including scheduled and no-notice audits. The Field Audit Department reviews all regulatory- required records that are not maintained at our home office. Any compliance deficiencies noted in the audit must be corrected, and we carefully monitor all corrective action. Audit deficiencies are addressed through fines, reprimands, probations and contract terminations. Our Product Offerings Reflecting our philosophy of helping middle- income clients with their financial product needs and ensuring compatibility with our distribution model, our product offerings generally meet the following criteria: •Consistent with sound individual finance principles:Products must be consistent with good personal finance principles for middle-income consumers, such as financial protection, minimizing expenses, encouraging long-term savings and reducing debt. Primerica 2017 Annual Report 13 ITEM 1. BUSINESS •Designed to support multiple client goals:Products are designed to address and support a broad range of financial goals rather than compete with or cannibalize each other. For example, term life insurance does not compete with mutual funds because term life insurance has no cash value or investment element. •Ongoing needs based:Products are generally designed to meet the ongoing financial needs of many middle-income consumers. This long-term approach bolsters our relationship with our clients by allowing us to continue to serve them as their financial needs evolve. We use three operating segments to organize, evaluate and manage our business: Term Life Insurance; Investment and Savings Products; and Corporate and Other Distributed Products. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations” and Note 3 (Segment and Geographical Information) to our consolidated financial statements included elsewhere in this report for certain financial information regarding our operating segments and the geographic areas in which we operate. The following table provides information on our principal product offerings and the principal sources thereof by operating segment as of December 31, 2017. Operating Segment Principal Product Offerings Principal Sources of Products (Applicable Geographic Territory) Term Life Insurance Term Life Insurance Primerica Life (U.S. (except New York), the District of Columbia and certain territories) NBLIC (New York) Primerica Life Canada (Canada) Investment and Savings Products Mutual Funds and Certain Retirement Plans American Century Investments (U.S.) American Funds (U.S.) AXA Distributors, LLC (U.S.) Franklin Templeton (U.S.) VOYA Financial, Inc. (U.S.) Invesco (U.S. and Canada) Legg Mason Global Asset Management (U.S.) Pioneer Investments (U.S.) AGF Investments (Canada) PFSL Fund Management Ltd. (Canada) Mackenzie Investments (Canada) Fidelity Investments (Canada) Managed Investments Lockwood Advisors (as a program sponsor) (U.S.) PFS Investments Inc. (as a program sponsor) (U.S.) Variable Annuities American General Life Insurance Company and its affiliates (U.S.) AXA Distributors, LLC (U.S.) Brighthouse Financial, Inc. (U.S.) (2) Lincoln National Life Insurance Company and its affiliates (U.S.) Fixed Indexed Annuities American General Life Insurance Company and its affiliates (U.S.) Lincoln National Life Insurance Company and its affiliates (U.S.) Universal Life Insurance Company (Puerto Rico) Fixed Annuities Brighthouse Financial, Inc. (U.S.) (2) Universal Life Insurance Company (Puerto Rico) Segregated Funds Primerica Life Canada (Canada) 14 Freedom Lives Here ™ ITEM 1. BUSINESS Operating Segment Principal Product Offerings Principal Sources of Products (Applicable Geographic Territory) Corporate and Other Distributed Products Long-Term Care Insurance Genworth Life Insurance Company and its affiliates (U.S.) John Hancock Life Insurance Company and its affiliates (U.S.) Various insurance companies, as offered through LTCI Partners, LLC (U.S.) Prepaid Legal Services LegalShield (U.S. and Canada) Supplemental Health and Accidental Death & Disability Insurance The Edge Benefits Inc. and its affiliates (Canada) Auto and Homeowners’ Insurance(1) Various insurance companies, as offered through Answer Financial, Inc. (U.S.) Mortgage Loans (1)B2B Bank (Canada) Home Automation Solutions(1) Vivint, Inc. (U.S.) and Vivint Canada, Inc. (Canada) (1) Referrals only. (2) Brighthouse Financial, Inc. consists of the U.S. retail annuity business formerly owned and branded by MetLife, Inc. prior to its becoming an independent, publicly traded company on August 4, 2017. Term Life Insurance Through our three life insurance subsidiaries – Primerica Life, NBLIC and Primerica Life Canada – we offer term life insurance to clients in the United States, its territories, the District of Columbia and Canada. In 2016, the latest period for which data is available from LIMRA, we ranked as a leading provider of individual term life insurance in the United States. We believe that term life insurance is generally a better alternative for middle-income clients than cash value life insurance. Term life insurance provides a guaranteed death benefit if the insured dies during the fixed coverage period of an in-force policy, thereby providing financial protection for his or her named beneficiaries in return for the periodic payment of premiums. Term insurance products, which are sometimes referred to as pure protection products, have no savings or investment features. By buying term life insurance rather than cash value life insurance, a policyholder initially pays a lower premium and, as a result, may have funds available to invest for retirement and other needs. We also believe that a person’s need for life insurance is inversely proportional to that person’s need for retirement savings, a concept we refer to as the theory of decreasing responsibility. Young adults with children, new mortgages and other obligations need to buy higher amounts of insurance to protect their family from the loss of future income resulting from the death of a primary bread winner. With its lower initial premium, term life insurance lets young families buy more coverage for their premium dollar when their needs are greatest and still have the ability to have funds for their retirement and other savings goals. We design our term life insurance products to be easily understood by, and meet the needs of, our clients. Clients purchasing our term life insurance products generally seek stable, longer- term income protection products for themselves and their families. In response to this demand, we offer term life insurance products with level- premium coverage periods that range from 10 to 35 years and a wide range of coverage face amounts. Additionally, certain term life insurance policies may be customized through the addition of riders to provide coverage for specific protection needs, such as mortgage and college expense protection. Policies remain in force until the expiration of the coverage period or until the policyholder ceases to make premium payments and terminates the policy. Primerica 2017 Annual Report 15 ITEM 1. BUSINESS Premiums are guaranteed for policies issued in the United States for the initial term period, up to a maximum of 20 years. After 20 years, we have the right to raise the premium, subject to limits provided for in the applicable policy. In Canada, the amount of the premium is guaranteed for the entire term of the policy. One of the innovative term life insurance products that we offer is TermNow, our rapid issue term life product that provides for face amounts of $300,000 (local currency) and below. TermNow allows a sales representative to accept an application online or through the Primerica App and, with the client’s permission, allows the Company to access databases, including Medical Information Bureau (“MIB”) data in the United States and Canada and prescription drug and motor vehicle records in the United States, as part of the underwriting process. The Company uses this data and the client’s responses to application questions to determine any additional underwriting requirements. Results of these processes are reported in real time to our underwriting system, which then determines whether or not we should rapidly issue a policy. The average face amount of our in-force policies issued in 2017 was approximately $244,800. The following table sets forth selected information regarding our term life insurance product portfolio: Year ended December 31, 2017 2016 2015 Life insurance issued: Number of policies issued 312,799 298,244 260,059 Face amount issued (in millions)$ 95,635 $ 89,869 $ 79,111 December 31, 2017 2016 2015 Life insurance in force: Number of policies in force 2,560,334 2,489,493 2,403,713 Face amount in force (in millions)$ 763,831 $ 728,385 $ 693,194 Pricing and Underwriting.We believe that effective pricing and underwriting are significant drivers of the profitability of our life insurance business and we have established our pricing assumptions to be consistent with our underwriting practices. We set pricing assumptions for expected claims, lapses and expenses based on our experience and other factors while also considering the competitive environment. These other factors include: • expected changes from relevant experience due to changes in circumstances, such as (i) revised underwriting procedures affecting future mortality and reinsurance rates, (ii) new product features, and (iii) revised administrative programs affecting sales levels, expenses, and client continuation or termination of policies; and • observed trends in experience that we expect to continue, such as general mortality improvement in the general population and better or worse policy persistency (the period over which a policy remains in force) due to changing economic conditions. Under our current underwriting guidelines, we individually assess each insurable adult applicant and place each applicant into a risk classification based on current health, medical history and other factors. Each classification (generally preferred plus, preferred, non-tobacco and tobacco) has specific health criteria. We may decline an applicant’s request for coverage if his or her health or activities create unacceptable risks for us. 16 Freedom Lives Here ™ ITEM 1. BUSINESS Our sales representatives ask applicants a series of “yes” or “no” questions regarding the applicant’s medical history. We may also consider information about the applicant from third-party sources, such as MIB, prescription drug databases, motor vehicle records and physician statements. If we believe that follow up regarding an applicant’s medical history is warranted, we use a third-party provider and its trained personnel to contact the applicant by telephone to obtain a more detailed medical history. Additionally, we may require copies of applicants’ medical information from their attending physicians. The report resulting from this process is electronically transmitted to us and is evaluated in our underwriting process. For higher issued face amount applications, paramedical requirements are also needed. To accommodate the significant volume of insurance business that we process, we and our sales force use technology to make our operations more efficient. We offer our sales representatives an electronic life insurance application that supports TermNow and other term life insurance products. Approximately 94% of the life insurance applications we received in 2017 were submitted electronically via TurboApps. Our electronic life insurance application reduces errors in submitted applications, collects the applicant’s electronic signatures and populates the RVP’s sales log. For paper applications, we use our proprietary review and screening system to automatically screen that an application meets regulatory and other requirements, as well as alert our application processing staff to any deficiencies with the application. If any deficiencies are noted, our application processing staff contacts the sales representative to obtain the necessary information. Once an application is complete, the pertinent application data is uploaded to our life insurance administrative systems, which manage the underwriting process by electronically analyzing data, recommending underwriting decisions, identifying requirements for higher face amounts or older ages and communicating with the sales representative and third-party service providers. Claims Management.Our insurance subsidiaries processed over 15,600 life insurance benefit claims in 2017 on policies underwritten by us and sold by our sales representatives. These claims fall into three categories: death, waiver of premium (applicable to disabled policyholders who purchased a rider pursuant to which Primerica agrees to waive remaining life insurance premiums during a qualifying disability), or terminal illness. The claim may be reported by our sales representative, a beneficiary or, in the case of qualifying disability or terminal illness, the policyholder. Following are the benefits paid by us for each category of claim: Year ended December 31, 2017 2016 2015 (In thousands) Death $1,388,027 $1,238,393 $1,204,629 Waiver of premium 45,146 43,168 40,528 Terminal illness(1)16,389 14,232 13,716 (1) We consider claims paid for terminal illness to be loans made to the beneficiary that are repaid to us upon death of the beneficiary from the death benefit. In the United States, after coverage has been in force for two years, we may not contest the policy for misrepresentations in the application or the suicide of the insured. In Canada, we have a similar two-year contestability period, but we are permitted to contest insurance fraud at any time. As a matter of policy, we do not contest any coverage issued by us to replace the face amount of another insurance company’s individual coverage to the extent the replaced coverage would not be contestable by the replaced company. We believe this approach helps our sales representatives sell replacement policies, as it reassures clients that claims made under their replacement policies are not more likely to be contested as to the face amount replaced. Through our claims administration system, we record, process and pay the appropriate benefit for any reported claim. Our claims system is used by our home office Primerica 2017 Annual Report 17 ITEM 1. BUSINESS investigators to order medical and investigative reports from third-party providers, calculate amounts due to the beneficiary (including interest), and report payments to the appropriate reinsurance providers. Primerica Life and NBLIC regularly consult the Social Security Administration’s Death Master File (“Death Master File”) in accordance with applicable state requirements. These processes help identify potential deceased policyholders for whom claims have not been presented in the normal course of business. If unreported deaths are identified, Primerica Life and NBLIC attempt to determine if a valid claim exists, to locate beneficiaries, and to pay benefits accordingly. Prior to 2011, the Company did not use the Death Master File in any aspect of its business. Reinsurance.We use reinsurance primarily to reduce the volatility risk with respect to mortality. Since 1994, we have reinsured death benefits in the United States on a first dollar quota share yearly renewable term (“YRT”) basis. We pay premiums to each reinsurer based on rates in the applicable agreement. We generally reinsure 90% of the mortality risk for all term life insurance policies sold in the United States, excluding coverage under certain riders. For policies sold in Canada, we utilize a YRT reinsurance arrangement similar to our U.S. program. Prior to 2012, we reinsured a smaller proportion of the face amount for policies sold in Canada. We also reinsure substandard cases on a facultative basis to capitalize on the extensive experience some of our reinsurers have with substandard cases. A substandard case has a level of risk that is acceptable to us, but at higher premium rates than a standard case because of the health, habits or occupation of the applicant. While our reinsurance agreements have indefinite terms, both we and our reinsurers are entitled to discontinue any reinsurance agreement as to future policies by giving advance notice of 90 days to the other. Each reinsurer’s ability to terminate coverage for existing policies is limited to circumstances such as a material breach of contract or nonpayment of premiums by us. Each reinsurer has the right to increase rates with certain restrictions. If a reinsurer increases rates, we have the right to immediately recapture the business. Either party may offset any balance due from the other party. For additional information on our reinsurance, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) and Note 6 (Reinsurance) to our consolidated financial statements included elsewhere in this report. Financial Strength Ratings.Ratings with respect to financial strength are an important factor in establishing our competitive position and maintaining public confidence in us and our ability to market products. Ratings organizations review the financial performance and condition of most insurers and provide opinions regarding financial strength, operating performance and ability to meet obligations to policyholders. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Financial Ratings.” Investment and Savings Products We believe that many middle-income families have significant unmet retirement and savings needs. Using our FNA tool, our sales representatives help our clients understand their current financial situation and how they can use time-tested financial principles, such as prioritizing personal savings, to reach their savings goals. Our product offerings comprise saving and investment vehicles that seek to meet the needs of clients in all stages of life. Through PFS, PFS Investments, Primerica Life Canada, PFSL Investments Canada, and our licensed sales representatives, we distribute and sell to our clients a variety of mutual funds, managed investments, variable and fixed annuities, fixed indexed annuities and segregated funds. As of December 31, 2017, approximately 24,340 of our sales representatives were licensed to distribute mutual funds in the United States (including Puerto Rico) and Canada. As of December 31, 2017, approximately 13,610 of our sales 18 Freedom Lives Here ™ ITEM 1. BUSINESS representatives were licensed and appointed to distribute annuities in the United States and approximately 11,380 of our sales representatives were licensed to sell segregated funds in Canada. In the United States, clients acquire securities products from PFS Investments in either a brokerage or advisory relationship. In a brokerage relationship, a PFS Investments registered representative is required pursuant to FINRA rules to make a suitable recommendation for the client, but provides no ongoing monitoring of the client’s investments. In addition, certain recommendations may be subject to the fiduciary rules established by the Department of Labor (“DOL”) governing client investments in qualified retirement plans. For its services, PFS Investments receives an upfront commission in connection with the sale, and a trail commission or 12b-1 fee for the continued servicing of the account. PFS Investments markets mutual funds and variable annuities on a brokerage basis. In an advisory relationship, namely our managed investment offerings, PFS Investments and its investment advisory representative have a fiduciary obligation to provide suitable initial recommendations to the client and ongoing monitoring of the client’s investments. Mutual Funds. In the United States, our licensed sales representatives primarily distribute mutual funds from the following select asset management firms: American Century Investments, American Funds, Franklin Templeton, Invesco, Legg Mason and Pioneer. These firms have diversified product offerings, including domestic and international equity, fixed-income and money market funds. Each firm continually evaluates its fund offerings and adds new funds on a regular basis. Additionally, their product offerings reflect diversified asset classes and varied investment styles. We have selling agreements with a number of other fund companies and we believe that, collectively, these asset management firms provide funds that meet the investment needs of our clients. During 2017, four of these fund families (Legg Mason, Invesco, American Funds and Franklin Templeton) accounted for approximately 95% of our mutual fund sales in the United States. Legg Mason and Invesco each have large wholesaling teams that support our sales force in distributing their mutual fund products. Our selling agreements with these firms all have indefinite terms and provide for termination at will. An affiliate of PFS Investments, Primerica Shareholder Services, Inc. (“PSS”), provides transfer agent services to investors who purchase shares of mutual funds offered by American Century Investments, Franklin Templeton, Invesco, or Pioneer Investments through PFS Investments. Beginning in 2018, PSS will also provide transfer agent services to investors who purchase shares of mutual funds offered by Legg Mason. In exchange for these services, PSS receives recordkeeping and account maintenance fees from the applicable fund company. PSS has retained BNY Mellon Asset Servicing to perform the necessary transfer agent services for these accounts on its proprietary SuRPASS system. PFS Investments serves as the Internal Revenue Service (“IRS”) approved non-bank custodian for customers that open individual retirement accounts (“IRA”) (or certain other retirement accounts) with PFS Investments and invest in shares of mutual funds offered by American Century Investments, Franklin Templeton, Invesco, Legg Mason or Pioneer Investments. For these services, PFS Investments receives an annual custodian fee. In Canada, our sales representatives offer Primerica-branded Concert™ Series funds, which accounted for approximately 38% of our Canadian mutual fund product sales in 2017. Our Concert™ Series funds consist of six different asset allocation funds with varying investment objectives ranging from fixed income to aggressive growth. Each Concert™ Series fund is a fund of funds that allocates fund assets among equity and income mutual funds of AGF Investments, a leading asset management firm in Canada. The asset allocation within each Concert™ Series fund is determined on an advisory contract basis by Morneau Shepell Asset and Risk Management Ltd. The principal non-proprietary funds that we offer our clients in Canada are funds of AGF Investments, Primerica 2017 Annual Report 19 ITEM 1. BUSINESS Mackenzie Investments, and Fidelity Investments. Sales of these non-proprietary funds accounted for approximately 54% of mutual fund product sales in Canada in 2017. Like our U.S. fund family list, the asset management partners we have chosen in Canada have a diversified offering of equity, fixed-income and money market funds, including domestic and international funds with a variety of investment styles. A key part of our investment philosophy for our clients is the long-term benefits of dollar cost averaging through systematic investing. To accomplish this, we assist our clients by facilitating monthly contributions to their investment account by bank draft against their checking accounts. During the year ended December 31, 2017, average client assets held in individual retirement accounts in the United States and Canada accounted for an estimated 74% and 72% of total average client account assets, respectively. Our individual retirement accounts in Canada are considered registered retirement savings plans (“RRSP”). An RRSP is similar to a traditional IRA, in the United States in that contributions are made to the RRSP on a pre-tax basis and income is earned on a tax-deferred basis. Our high concentration of retirement plan accounts and our systematic savings philosophy are beneficial to us as these accounts tend to have lower redemption rates than the industry and, therefore, generate more recurring asset-based revenues. Managed Investments.PFS Investments is a registered investment advisor in the United States, and currently offers two managed investments programs: the Freedom Portfolios and the Lifetime Investments Platform. The Freedom Portfolios is a mutual fund wrap fee advisory program with a $25,000 minimum initial investment offering asset allocation models managed by Lockwood Advisors, a unit of Bank of New York Mellon. Lockwood Advisors has discretionary authority over clients’ accounts and provides ongoing investment advice. As a co- sponsor of the program, PFS Investments and its investment advisory representatives provide the initial investment advice and receive part of the advisory fee, which is assessed as a percentage of the value of the assets in the account. During 2017, we closed the Freedom Portfolios to new accounts and we intend to close the Freedom Portfolios to new investments in 2018. In 2017, PFS Investments launched an expanded managed investments platform called the Primerica Advisors Lifetime Investments Platform. This new platform is a robust advisory offering designed for clients who have at least $25,000 of investable assets, which significantly expanded our client service capabilities and replaced the Freedom Portfolios product line. It provides our customers access to mutual fund and exchange-traded fund investment models designed and managed by several unaffiliated investment advisers. PFS Investments, as sponsor and portfolio manager of the program, evaluates models for inclusion in the program and conducts ongoing due diligence of the models and unaffiliated investment advisers made available through the program. TD Ameritrade Institutional, an unaffiliated broker-dealer, provides custody, trade execution, clearing, settlement and other services for customer assets invested through Lifetime Investments Platform. Variable Annuities.Our U.S. licensed sales representatives also distribute variable annuities underwritten and provided by American General Life Insurance Company and its affiliates (“AIG”), AXA Distributors, LLC, Lincoln National Life Insurance Company and its affiliates (“Lincoln National”), and Brighthouse Financial, Inc. (“Brighthouse”). Variable annuities are insurance products that enable our clients to invest in accounts with attributes similar to mutual funds, but also have benefits not found in mutual funds, including death benefits that protect beneficiaries from losses due to a market downturn and income benefits that guarantee future income payments for the life of the policyholder(s). Each of these companies bears the insurance risk on its variable annuities that we distribute. Segregated Funds.In Canada, we offer segregated fund products, branded as our Common Sense Funds ™, that have some of the characteristics of our variable annuity products 20 Freedom Lives Here ™ ITEM 1. BUSINESS distributed in the United States. Our Common Sense Funds ™are underwritten by Primerica Life Canada and offer our clients the ability to participate in a diversified managed investments program that can be opened for as little as $25. While the assets and corresponding liability (reserves) are recognized on our consolidated balance sheets, the assets are held in trust for the benefit of the segregated fund contract owners and are not commingled with the general assets of the Company. There are two fund products within our segregated funds offerings: the Asset Builder Funds and the Strategic Retirement Income Funds (“SRIF”). The investment objective of Asset Builder Funds is long-term capital appreciation combined with some guarantee of principal. Unlike mutual funds, our Asset Builder Funds product guarantees clients at least 75% of their net contributions (net of withdrawals) at the earlier of the date of their death or at the Asset Builder Funds’ maturity date, which is selected by the client. The portfolio consists of both equities and fixed-income securities with the equity component consisting of a pool of primarily large cap Canadian and U.S. equities and the fixed-income component consisting of Canadian federal government zero coupon treasuries and government-backed floating rate notes. The portion of the Asset Builder Funds’ portfolio allocated to zero coupon treasuries are held in sufficient quantity to satisfy the guarantees payable at the maturity date of each Asset Builder Fund. As a result, our potential loss exposure is very low as it comes from the guarantees payable upon the death of the client prior to the maturity date. The investment objective of the SRIF is to provide income during retirement plus the opportunity for modest capital appreciation. The SRIF product guarantees clients 75% of their net contributions (net of withdrawals) at the earlier of the date of their death or age 100. The portfolio consists of both equities and fixed- income securities, with the equities consisting of a pool of primarily large cap Canadian and U.S. equites that are capped at 25% of the portfolio. The balance is a fixed-income portfolio consisting of investment-grade government and corporate bonds. The high quality of the investments and the percentage cap on equities results in a relatively low potential loss exposure. All accounts in the SRIF are held as Registered Retirement Income Funds which carry government-mandated minimum annual withdrawals. Similar to the Asset Builder Funds, our potential exposure for loss associated with the SRIF is very low as its investment allocations are conservatively aligned with the risks of the client contracts. With the guarantee level at 75% and in light of the time until the scheduled maturity of our segregated funds contracts, we currently do not believe it is necessary to allocate any corporate capital as reserves for segregated fund contract benefits. Fixed Indexed Annuities.We offer fixed indexed annuity products in the U.S. through Lincoln National, AIG, and Universal Life Insurance Company (“Universal Life”) (Puerto Rico). These products combine safety of principal and guaranteed rates of return with additional investment options tied to equity market indices that allow for returns that move based on the performance of an index. We believe these and other fixed annuity products give both our life and securities representatives more ways to assist our clients with their retirement planning needs. Fixed Annuities.We sell fixed annuities underwritten by Brighthouse in the U.S. Our current offering includes a fixed premium deferred annuity and a single premium immediate annuity. The fixed premium deferred annuity allows our clients to accumulate savings on a tax deferred basis with safety of principal and a guaranteed rate of return. The single premium immediate annuity provides clients with an immediate income alternative. In Puerto Rico, we currently offer two annuity products: a fixed annuity and a fixed bonus annuity underwritten by Universal Life. These products provide guarantees against loss with several income options. Primerica 2017 Annual Report 21 ITEM 1. BUSINESS Investment and Savings Products Revenue.In the United States, we earn revenue from our investment and savings products business in three ways: commissions and payments earned on the sale of such products; fees and payments earned based upon client asset values; and account-based revenue. On the sale of mutual funds (not including managed investments) and annuities, we earn a dealer reallowance or commission on new purchases as well as trail commissions on the assets held in our clients’ accounts. We also receive marketing and support fees from most of our mutual fund and annuity providers. These payments are typically a percentage of sales or a percentage of the clients’ total asset values, or a combination of both. For investments into the Freedom Portfolios, we receive an asset-based fee from the customer as compensation for advisory services, as well as recordkeeping and account maintenance fees, and marketing and support fees from the mutual funds involved in the program. For investments into Lifetime Investments Platform, we receive an asset-based fee as compensation for the advisory and other services we provide to the program. As the IRS approved non-bank custodian for the funds noted above, PFS Investments receives annual fees on a per-account basis for as long as it services the account. As explained above, PSS receives recordkeeping and account maintenance fees for the transfer agent services it provides to the five fund families noted in the “Mutual Funds” section above. An individual client account may include multiple fund positions for which we earn recordkeeping fees. Because the total amount of these fees fluctuates with the number of such accounts and positions within those accounts, the opening or closing of accounts has a direct impact on our revenues. From time to time, the fund companies for whom we provide these services request that accounts or positions with small balances be closed. In Canada, we earn revenue from the sales of our investment and savings products in two ways: commissions (or dealer reallowance) on mutual fund sales and fees paid based upon clients’ asset values (mutual fund trail commissions and advisory fees from segregated funds and Concert™ Series funds). On segregated funds, we also earn deferred sales charges for early withdrawals at an annual declining rate within seven years of an investor’s original contribution. Other Distributed Products We distribute other products, including prepaid legal services, auto and homeowners’ insurance referrals, long-term care insurance, and home automation solutions. In Canada, we also offer mortgage loan referrals and insurance offerings for small businesses. While some of these products are Primerica-branded, all of them are underwritten or otherwise provided by a third party. We offer our U.S. and Canadian clients a Primerica-branded prepaid legal services program on a subscription basis that is underwritten and provided by LegalShield. The prepaid legal services program offers a network of attorneys in each state, province or territory to assist subscribers with legal matters such as drafting wills, living wills and powers of attorney, trial defense and motor vehicle-related matters. We receive a commission based on our sales of these subscriptions. We have an arrangement with Answer Financial, Inc. (“Answer Financial”), an independent insurance agency, whereby our U.S. sales representatives refer clients to Answer Financial to receive multiple, competitive auto and homeowners’ insurance quotes. Answer Financial’s comparative quote process allows clients to easily identify the underwriter that is most competitively priced for their type of risk. We receive commissions based on completed auto and homeowners’ placement of insurance and pay our sales representatives a flat referral fee for each completed application. We have an arrangement with LTCI Partners, LLC (“LTCI Partners”), an independent brokerage general agency specializing in long-term care insurance, whereby our U.S. sales representatives refer clients to LTCI Partners to receive a 22 Freedom Lives Here ™ ITEM 1. BUSINESS long-term care insurance quote. Many of these policies are underwritten and provided by Genworth Life Insurance Company and its affiliates and some by various other insurance providers. We receive commissions based on the annualized premium of placed and taken policies. We have an arrangement with Vivint, Inc. (“Vivint”), a company that offers homeowners in the U.S. and many provinces in Canada a comprehensive suite of products and services to protect and remotely control, monitor and manage their homes using any Internet- connected smart device. We receive commissions based on referrals that result in a subscription to Vivint’s home services and pay our sales representatives a referral fee for each such subscription. In Canada, we have a referral program for mortgage loan products offered by a third-party lender, B2B Bank. Due to regulatory requirements, our sales representatives in Canada only refer clients to the lender and are not involved in the loan application and closing process. We receive referral fees based on the funded loan amount and, in turn, pay a commission to our sales representatives. In Canada, we offer insurance products, including supplemental medical and dental, accidental death, and disability, to small businesses. These insurance products are underwritten and provided by The Edge Benefits Inc. and its affiliates. We receive a commission based on our sales of these policies. Prior to 2015, we offered student life insurance underwritten through NBLIC, which was distributed solely by outside third parties. In 2014, NBLIC ceased the marketing and underwriting of new student life insurance policies. NBLIC continues to administer the existing block of student life business, as well as other closed blocks of insurance that were discontinued several years ago. Regulation Our business is subject to extensive laws and governmental regulations, including administrative determinations, court decisions and similar constraints. The purpose of the laws and regulations affecting our business is primarily to protect our clients and other consumers. Many of the laws and regulations to which we are subject are regularly re-examined, and existing or future laws and regulations may become more restrictive or otherwise adversely affect our operations. Regulatory authorities periodically make inquiries regarding compliance by us and our subsidiaries with insurance, securities and other laws and regulations regarding the conduct of our insurance and securities businesses. At any given time, a number of financial or market conduct examinations of our subsidiaries may be ongoing. We cooperate with such inquiries and take corrective action when warranted. Regulation of Our Insurance Business.Primerica Life, as a Tennessee- domiciled insurer, is regulated by the Tennessee Department of Commerce and Insurance and is licensed to transact business in the United States (except New York), the District of Columbia and certain U.S. territories. Prior to Primerica Life’s re-domestication to Tennessee in December 2017, Primerica Life was a Massachusetts- domiciled life insurance underwriting company. NBLIC, as a New York domestic insurer and a wholly owned subsidiary of Primerica Life, is regulated by the New York State Department of Financial Services (“NYDFS”) and is licensed to transact business in all 50 U.S. states, the District of Columbia and the U.S. Virgin Islands. State insurance laws and regulations regulate all aspects of our U.S. insurance business. Such regulation is vested in state agencies having broad administrative and, in some instances, discretionary power dealing with many aspects of our business, which may include, among other things, premium rates and increases thereto, reserve requirements, marketing practices, advertising, privacy, policy forms, reinsurance reserve requirements, acquisitions, mergers, and capital adequacy. Our U.S. insurance subsidiaries are required to file certain annual, quarterly and periodic reports Primerica 2017 Annual Report 23 ITEM 1. BUSINESS with the supervisory agencies in the jurisdictions in which they do business, and their business and accounts are subject to examination by such agencies at any time. These examinations generally are conducted under National Association of Insurance Commissioners (“NAIC”) guidelines. Under the rules of these jurisdictions, insurance companies are examined periodically (generally every three to five years) by one or more of the supervisory agencies on behalf of the states in which they do business. Our most recent examinations of the financial condition and affairs of Primerica Life and NBLIC, as well as Peach Re, Inc. (“Peach Re”) and Vidalia Re, Inc. (“Vidalia Re”), special purpose financial captive insurance companies and wholly owned subsidiaries of Primerica Life, performed by the respective domiciliary state insurance department at the time of the exams, were completed during 2016 with no material findings or recommendations noted. Primerica Life Canada is federally incorporated and provincially licensed and is required to file periodic reports with Canadian regulatory agencies. It transacts business in all Canadian provinces and territories. Primerica Life Canada is regulated federally by the Office of the Superintendent of Financial Institutions Canada (“OSFI”) and provincially by the Superintendents of Insurance for each province and territory. Canadian federal and provincial insurance laws regulate all aspects of our Canadian insurance business. OSFI regulates insurers’ corporate governance, financial and prudential oversight, and regulatory compliance, while provincial and territorial regulators oversee insurers’ market conduct practices and related compliance. Our Canadian insurance subsidiary files quarterly and annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) and other locally accepted standards with OSFI in compliance with legal and regulatory requirements. OSFI conducts periodic detailed examinations of insurers’ business and financial practices, including the control environment, internal and external auditing and minimum capital adequacy, surpluses and related testing, legislative compliance and appointed actuary requirements. These examinations also address regulatory compliance with anti-money laundering practices, outsourcing, related-party transactions, privacy and corporate governance. Provincial regulators conduct periodic market conduct examinations of insurers doing business in their jurisdiction. In addition to federal and provincial oversight, Primerica Life Canada is also subject to the guidelines set out by the Canadian Life and Health Insurance Association (“CLHIA”). CLHIA is an industry association that works closely with federal and provincial regulators to establish market conduct guidelines and sound business and financial practices addressing matters such as sales representative suitability and screening, insurance illustrations and partially guaranteed savings products. The laws and regulations governing our U.S. and Canadian insurance businesses include numerous provisions governing the marketplace activities of insurers, including policy filings, payment of insurance commissions, disclosures, advertising, product replacement, sales and underwriting practices and complaints and claims handling. The state insurance regulatory authorities in the United States and the federal and provincial regulators in Canada generally enforce these provisions through periodic market conduct examinations. In addition, most U.S. states and Canadian provinces and territories, as well as the Canadian federal government, have laws and regulations governing the financial condition of insurers, including standards of solvency, types and concentration of investments, establishment and maintenance of reserves, reinsurance and requirements of capital adequacy. As discussed previously, U.S. state insurance law and Canadian provincial insurance law also require certain licensing of insurers and their agents. Insurance Holding Company Regulation; Limitations on Dividends.The states in which our U.S. insurance subsidiaries are domiciled have enacted legislation and adopted regulations regarding insurance holding company systems. These laws require registration of, and periodic reporting by, 24 Freedom Lives Here ™ ITEM 1. BUSINESS insurance companies domiciled within the jurisdiction that control, or are controlled by, other corporations or persons so as to constitute an insurance holding company system. These laws also affect the acquisition of control of insurance companies as well as transactions between insurance companies and companies controlling them. The Parent Company is a holding company that has no significant operations. Our primary asset is the capital stock of our subsidiaries, and our primary liability is $375.0 million in principal amount of senior unsecured notes (the “Senior Notes”). As a result, we depend on dividends or other distributions from our insurance and other subsidiaries as the principal source of cash to meet our obligations, including the payment of interest on, and repayment of, principal of any debt obligations. The states in which our U.S. insurance subsidiaries are domiciled impose certain restrictions on our insurance subsidiaries’ ability to pay dividends to us. In Canada, dividends can be paid subject to the paying insurance company’s continuing compliance with regulatory requirements and upon notice to OSFI. We determine the dividend capacity of our insurance subsidiaries using statutory accounting principles (“SAP”) promulgated by the NAIC in the United States and using IFRS in Canada. The following table sets forth the amount of cash and securities dividends paid or payable by our insurance subsidiaries: Year ended December 31, 2017 2016 2015 (In thousands) Primerica Life $138,000 $94,700 $45,600 Primerica Life Canada 22,924 22,342 16,950 For additional information on dividend capacity and restrictions, see Note 15 (Statutory Accounting and Dividend Restrictions) to our consolidated financial statements included elsewhere in this report. Policy and Contract Reserve Sufficiency Analysis.Under the laws and regulations of their jurisdictions of domicile, our U.S. insurance subsidiaries are required to conduct annual analyses of the sufficiency of their life insurance statutory reserves. In addition, other U.S. jurisdictions in which our U.S. subsidiaries are licensed may have certain reserve requirements that differ from those of their domiciliary jurisdictions. In each case, a qualified actuary must submit an opinion that states that the aggregate statutory reserves, when considered in light of the assets held with respect to such reserves, make good and sufficient provision for the associated contractual obligations and related expenses of the insurer. If such an opinion cannot be provided, then the affected insurer must set up additional reserves by moving funds from surplus. Our U.S. insurance subsidiaries most recently submitted these opinions without qualification to applicable insurance regulatory authorities. Primerica Life Canada is also required to conduct regular analyses of the sufficiency of its life insurance statutory reserves. Life insurance reserving and reporting requirements are completed by Primerica Life Canada’s appointed actuary. Materials provided by the appointed actuary are filed with OSFI as part of our annual filing and are subject to OSFI’s review. Based upon this review, OSFI may institute remedial action against Primerica Life Canada as OSFI deems necessary. Primerica Life Canada has not been subject to any such remediation or enforcement by OSFI. Surplus and Capital Requirements.U.S. insurance regulators have the discretionary authority, in connection with the ongoing licensing of our U.S. insurance subsidiaries, to limit or prohibit the ability of an insurer to issue new policies if, in the regulators’ judgment, the Primerica 2017 Annual Report 25 ITEM 1. BUSINESS insurer is not maintaining a minimum amount of surplus or is in hazardous financial condition. Insurance regulators may also limit the ability of an insurer to issue new life insurance policies and annuity contracts above an amount based upon the face amount and premiums of policies of a similar type issued in the prior year. We do not believe that the current or anticipated levels of statutory surplus of our U.S. insurance subsidiaries present a material risk that any such regulator would limit the amount of new policies that our U.S. insurance subsidiaries may issue. The NAIC has established risk-based capital (“RBC”) standards for U.S. life insurance companies, as well as a model act to be applied at the state level. The model act provides that life insurance companies must submit an annual RBC report to state regulators reporting their RBC based upon four categories of risk: asset risk, insurance risk, interest rate risk and business risk. For each category, the capital requirement is determined by applying factors to various asset, premium and reserve items, with the factor being higher for those items with greater underlying risk and lower for less risky items. The formula is intended to be used by insurance regulators as an early warning tool to identify possible weakly capitalized companies for purposes of initiating further regulatory action. If an insurer’s RBC falls below specified levels, then the insurer would be subject to different degrees of regulatory action depending upon the level. These actions range from requiring the insurer to propose actions to correct the capital deficiency to placing the insurer under regulatory control. In Canada, OSFI has authority to request an insurer to enter into a prudential agreement implementing measures to maintain or improve the insurer’s safety and soundness. OSFI also may issue orders to an insurer directing it to refrain from unsafe or unsound practices or to take action to remedy financial concerns. OSFI has neither requested that Primerica Life Canada enter into any prudential agreement nor has OSFI issued any order against Primerica Life Canada. In Canada, OSFI oversees an insurer’s minimum capital requirement and determines the sum of capital requirements for five categories of risk: asset default risk, mortality/morbidity/lapse risks, changes in interest rate environment risk, segregated funds risk and foreign exchange risk. NAIC Pronouncements and Reviews.The NAIC promulgates model insurance laws and regulations for adoption by the states in order to standardize insurance industry accounting and reporting guidance. Although many state regulations emanate from NAIC model statutes and pronouncements, SAPs continue to be established by individual state laws, regulations and permitted practices. Certain changes to NAIC model statutes and pronouncements, particularly as they affect accounting issues, may take effect automatically without affirmative action by a given state. With respect to some financial regulations and guidelines, non- domiciliary states sometimes defer to the interpretation of the insurance department of the state of domicile. However, neither the action of the domiciliary state nor the action of the NAIC is binding on a non-domiciliary state. Accordingly, a non-domiciliary state could choose to follow a different interpretation. The NAIC has established guidelines to assess the financial strength of insurance companies for U.S. state regulatory purposes. The NAIC conducts annual reviews of the financial data of insurance companies primarily through the application of 12 financial ratios prepared on a statutory basis. The annual statements are submitted to state insurance departments to assist them in monitoring insurance companies in their state. Statutory Accounting Principles.SAP is a basis of accounting developed by U.S. insurance regulators to monitor and regulate the solvency of insurance companies. In developing SAP, insurance regulators were primarily concerned with evaluating an insurer’s ability to pay all of its current and future obligations to policyholders. As a result, statutory accounting focuses on conservatively valuing the assets and liabilities of insurers, generally in accordance 26 Freedom Lives Here ™ ITEM 1. BUSINESS with standards specified by the insurer’s domiciliary jurisdiction. Uniform statutory accounting practices are established by the NAIC and generally adopted by regulators in the various U.S. jurisdictions. These accounting principles and related regulations determine, among other things, the amounts our insurance subsidiaries may ultimately pay to us as dividends, and they differ in many instances from U.S generally accepted accounting principles (“U.S. GAAP”), which are designed to measure a business on a going-concern basis. Under U.S. GAAP, certain expenses are capitalized when incurred and then amortized over the life of the associated policies. The valuation of assets and liabilities under U.S. GAAP is based in part upon best estimate assumptions made by the insurer. U.S. GAAP- basis stockholders’ equity represents the ownership interest in the U.S. GAAP-measured net assets held by stockholders. As a result, the values for assets, liabilities and equity reflected in financial statements prepared in accordance with U.S. GAAP will be different from those reflected in financial statements prepared under SAP. State Insurance Guaranty Funds Laws.Under most state insurance guaranty fund laws, insurance companies doing business therein can be assessed up to prescribed limits for policyholder losses incurred by insolvent companies. Most insurance guaranty fund laws currently provide that an assessment may be excused or deferred if it would threaten an insurer’s own financial strength. In addition, assessments may be partially offset by credits against future state premium taxes. Other Regulatory Changes.From time to time, various jurisdictions make changes to the state or provincial licensing examination process that may make it more difficult for our sales representatives to obtain their life insurance licenses. Likewise, FINRA is restructuring its representative-level qualification examination program that marks a conceptual change from FINRA’s current securities examination program. The new exam structure is scheduled to go into effect in October 2018. While the objective of the new program is to improve efficiencies, if the changes create barriers to entry that are not relevant to assessing an applicant’s competence, the costs significantly increase, or the program is implemented without an adequate period, the restructured program could result in a decrease in the number of registrants obtaining their securities licenses in the United States. For more information, see “Risk Factors.” Regulation of Our Investment and Savings Products Business.PFS Investments is registered with, and regulated by, FINRA and the Securities and Exchange Commission (“SEC”). It is subject to regulation by the Municipal Securities Rulemaking Board (the “MSRB”) with respect to 529 plans, by the DOL with respect to certain retirement plans, and by state securities agencies. PFS Investments operates as an introducing broker-dealer and is registered in all 50 U.S. states and certain territories and with the SEC. As such, it performs a review of investment recommendations made by our representatives in the account opening process, in accordance with FINRA requirements, but it does not hold client accounts. PFS Investments is required to file monthly reports as well as annual audited financial statements with the SEC pursuant to Section 17 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and Rule 17a-5 thereunder. As part of filing these reports, PFS Investments is subject to minimum net capital requirements, as mandated by Rule 15c3-1 of the Exchange Act. The SEC rules and regulations that currently apply to PFS Investments and our registered representatives generally require that we make suitable investment recommendations to our customers and disclose conflicts of interest that might affect the recommendations or advice we provide. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd- Frank Act”) gave the SEC the power to impose on broker-dealers a heightened standard of conduct (fiduciary duty) that is currently applicable only to investment advisors. As required by the Dodd-Frank Act, in January 2011, the SEC staff submitted a report to Congress in which it recommended that the SEC Primerica 2017 Annual Report 27 ITEM 1. BUSINESS adopt a fiduciary standard of conduct for broker-dealers that is uniform with that of investment advisors. The SEC has announced that it is working on a proposed rule with respect to a uniform standard of conduct. PFS Investments is also approved as a non-bank custodian under IRS regulations and, in that capacity, may act as a custodian or trustee for certain retirement accounts. Our sales representatives who sell securities products through PFS Investments are required to be registered representatives of PFS Investments. All aspects of PFS Investments’ business are regulated, including sales methods and charges, trade practices, the use and safeguarding of customer securities, capital structure, recordkeeping, conduct and supervision of its independent salespeople. PFS Investments is also an SEC-registered investment advisor and, under the name Primerica Advisors, offers managed investment programs. In most states, our representatives are required to obtain an additional license to offer these programs. PSS is registered with the SEC as a transfer agent and, accordingly, is subject to SEC rules and examinations. Acting in this capacity, PSS and third-party vendors employed by PSS are responsible for certain client investment account shareholder services. On April 8, 2016, the DOL published a final regulation (“the DOL Fiduciary Rule”), which more broadly defines the circumstances under which a person or entity may be considered a fiduciary for purposes of the prohibited transaction rules of the Employee Retirement Income Security Act (“ERISA”) and the Internal Revenue Code (“IRC”). In connection with the DOL Fiduciary Rule, the DOL also issued new exemptions and amended several existing exemptions. On February 3, 2017, the President of the United States issued a memorandum directing the DOL to review the DOL Fiduciary Rule and the exemptions to determine whether they should be revised or rescinded. The DOL Fiduciary Rule and transitional exemptions became applicable on June 9, 2017, with the final exemptions scheduled to go into effect on July 1, 2019. The period from June 9, 2017 to July 1, 2019 is referred to as the “Transition Period.” The DOL has stated that it is conducting the mandated review and will make the determinations directed by the President’s memorandum during the Transition Period. PFSL Investments Canada is a mutual fund dealer registered with and regulated by the Mutual Fund Dealers Association of Canada (the “MFDA”), the national self-regulatory organization for the distribution side for the Canadian mutual fund industry. It is also registered with provincial and territorial securities commissions throughout Canada. As a registered mutual fund dealer, PFSL Investments Canada performs the suitability review of mutual fund investment recommendations, and like our U.S. broker-dealer, it does not hold client accounts. PFSL Investments Canada is required to file monthly and annual financial statements and reports with the MFDA that are prepared to comply with the prescribed MFDA reporting requirements. The MFDA has established a risk adjusted capital standard for mutual fund dealers. Its formula is designed to provide advance warning of a member encountering difficulties. If a mutual fund dealer falls below specified levels then restrictions would apply until rectified, including not being able to act on certain matters without prior written consent from the MFDA. PFSL Investments Canada sales representatives are required to be registered in the provinces and territories in which they do business, including regulation by the Autorité des marchés financiers in Quebec, and are also subject to regulation by the MFDA. These regulators have broad administrative powers, including the power to limit or restrict the conduct of our business and impose censures or fines for failure to comply with the law or regulations. PFSL Fund Management in Canada is registered as an Investment Fund Manager in connection with our Concert™ Series mutual funds and is regulated by provincial securities commissions. 28 Freedom Lives Here ™ ITEM 1. BUSINESS PFSL Fund Management is required to file quarterly and annual financial statements with the Ontario Securities Commission (“OSC”) prepared to meet the requirements of National Instrument 31-103, Registration Requirements, Exemptions and Ongoing Registrant Obligations, based on the financial reporting framework specified in National Instrument 52-107, Acceptable Accounting Principles and Auditing Standards. PFSL Fund Management is required to maintain a minimum level of capital and file its quarterly and annual calculation of excess working capital with the OSC. As an investment fund manager, PFSL Fund Management is required to file periodic reports with provincial and territorial securities commissions throughout Canada for its Concert™ Series mutual funds. Such reports include semi-annual and annual financial statements prepared in accordance with IFRS. As the segregated funds are separate accounts of Primerica Life Canada, the segregated funds are also regulated by OSFI and included as part of the quarterly and annual financial statement filings for Primerica Life Canada. In addition, the segregated funds are also subject to the guidelines set out by the CLHIA. Other Laws and Regulations.The USA Patriot Act of 2001 (the “Patriot Act”) contains anti- money laundering and financial transparency laws and mandates the implementation of various regulations applicable to broker-dealers and other financial services companies, including insurance companies. The Patriot Act seeks to promote cooperation among financial institutions, regulators and law enforcement entities in identifying parties that may be involved in terrorism or money laundering. U.S. federal and state laws and regulations require financial institutions, including insurance companies, to protect the security and confidentiality of consumer financial information and to notify consumers about their policies and practices relating to their collection and disclosure of consumer information and their policies relating to protecting the security and confidentiality of that information. Similarly, federal and state laws and regulations also govern the disclosure and security of consumer health information. In particular, regulations promulgated by the U.S. Department of Health and Human Services regulate the disclosure and use of protected health information by health insurers and others (including certain life insurers), the physical and procedural safeguards employed to protect the security of that information and the electronic storage and transmission of such information. Congress and state legislatures are expected to consider additional legislation relating to privacy and other aspects of consumer information. The Financial Consumer Agency of Canada (“FCAC”), a Canadian federal regulatory body, is responsible for ensuring that federally regulated financial institutions, which include Primerica Life Canada and PFSL Investments Canada, comply with federal consumer protection laws and regulations, voluntary codes of conduct and their own public commitments. The Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”) is Canada’s financial intelligence unit. Its mandate includes ensuring that entities subject to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act comply with reporting, recordkeeping and other obligations under that act. We are also subject to privacy laws under the jurisdiction of federal and provincial privacy commissioners, anti- money laundering laws enforced by FINTRAC and OSFI, and the consumer complaints provisions of federal insurance laws under the mandate of the FCAC, which requires insurers to belong to a complaints ombud-service and file a copy of their complaints handling policy with the FCAC. Segment Financial and Geographic Disclosures We have two primary operating segments – Term Life Insurance and Investment and Savings Products. The Term Life Insurance segment includes underwriting profits on our in-force book of term life insurance policies, net of reinsurance, which are underwritten by our life Primerica 2017 Annual Report 29 ITEM 1. BUSINESS insurance company subsidiaries. The Investment and Savings Products segment includes mutual funds, managed investments and annuities distributed through licensed broker-dealer subsidiaries and includes segregated funds, an individual annuity savings product that we underwrite in Canada through Primerica Life Canada. We also have a Corporate and Other Distributed Products segment, which consists of the majority of net investment income earned by our invested asset portfolio, realized gains and losses on invested assets, interest expense on notes payable, redundant reserve financing transactions and our revolving credit facility, and revenues and expenses related to the distribution of non-core products. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations” and Note 3 (Segment and Geographical Information) to our consolidated financial statements included elsewhere in this report for more information concerning our domestic and international operations and our operating segments. For information on risks relating to our Canadian operations, see “Risk Factors” and “Quantitative and Qualitative Information About Market Risks – Canadian Currency Risk.” Competition We operate in a highly competitive environment with respect to the sale of financial products and for retaining our more productive sales representatives. Because we offer several different financial products, we compete directly with a variety of financial institutions, such as insurance companies and brokers, banks, finance companies, credit unions, broker-dealers, mutual fund companies and other financial products and services companies. Competitors with respect to our term life insurance products consist both of stock and mutual insurance companies, as well as other financial intermediaries. Competitive factors affecting the sale of life insurance products include the level of premium rates, benefit features, risk selection practices, compensation of sales representatives and financial strength ratings from ratings agencies such as A.M. Best. In offering our securities products, our sales representatives compete with a range of other advisors, broker-dealers and direct channels, including wirehouses, regional broker-dealers, independent broker-dealers, insurers, banks, asset managers, registered investment advisors, mutual fund companies and other direct distributors. The mutual funds that we offer face competition from other mutual fund families and alternative investment products, such as exchange-traded funds, while our managed investment programs compete with other fee- based advisory services offered by financial services firms. Our annuity products compete with products from numerous other companies. Competitive factors affecting the sale of annuity products include price, product features, investment performance, commission structure, perceived financial strength, claims-paying ratings, service, and distribution capabilities. Information Technology and Information Security Primerica has built a sophisticated set of information technology platforms to support our clients, operations and sales force. Located at our main campus in Duluth, Georgia, our data center houses an enterprise-class IBM mainframe that serves as the repository for all client and sales force data and operates as a database server for our distributed environment. This infrastructure also supports a combination of local and remote recovery solutions that are continually tested to ensure the Company can resume business in the event of a disaster. Our business applications, many of which are proprietary, are supported by experienced application developers and data center staff at our main campus. Our information security teams provide internal services that include project consulting, threat assessments and management, application and infrastructure assessments, secure configuration management, and information security administration. 30 Freedom Lives Here ™ ITEM 1. BUSINESS The Company has developed a comprehensive information security risk management program and policies governing privacy and data protection that apply to all business lines and subsidiaries. The Company performs recurring internal and external audits, and has arranged for regular professional penetration tests of our cybersecurity and information security programs. Employees receive regular alerts advising them of the most relevant data security risks as well as privacy-related risks and procedures and they are subject to quarterly phishing tests followed by further training as needed. The reporting of these risks and assessments is ongoing to senior management and to our Board of Directors. In connection with new cybersecurity regulations issued by the NYDFS, we developed a special cybersecurity program for New York licensees that includes information security, compliance training, and incident response planning. As part of the program, we completed a comprehensive cybersecurity risk assessment, which we will update annually. We adopted a new Incident Response Plan (“Plan”) in August 2016. Under this Plan, our Incident Response Team consists of employees from our information security, legal, compliance, public relations, and business teams. This Plan is designed to help Primerica identify and promptly respond to information security incidents, contain, eradicate and recover from such incidents, notify affected parties and, where appropriate, notify government and regulatory authorities. This plan documents the roles and responsibilities of Primerica personnel and third- party vendors in responding to information security incidents, including when and to whom incidents should be reported based on level of severity. On a semi-annual basis, the team undertakes facilitator-led trainings and simulations of information security incidents. We have also purchased cyber insurance coverage, which became effective in January 2017. Employees As of December 31, 2017, we had 1,856 full-time employees in the United States and 248 full-time employees in Canada. In addition, as of December 31, 2017, we had 534 on-call employees in the United States and 80 on-call employees in Canada who provided services on an as-needed hourly basis. None of our employees is a member of any labor union, and we have never experienced any business interruption as a result of any labor disputes. Available Information We make available free of charge on our website (www.primerica.com) our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable upon filing such information with, or furnishing it to, the SEC. Information included on our website is not incorporated by reference into this report. The Company’s reports are also available at the SEC’s Public Reference Room at 100 F. Street, NE, Washington, DC 20549, on the SEC’s website at www.sec.gov, or by calling the SEC at 1-800-SEC-0330. ITEM 1A. RISK FACTORS. Risks Related to Our Distribution Structure Our failure to continue to attract new recruits, retain sales representatives or license or maintain the licensing of our sales representatives would materially adversely affect our business, financial condition and results of operations. New sales representatives provide us with access to new clients, enable us to increase sales and provide the next generation of successful sales representatives. As is typical with distribution businesses, we experience a high rate of turnover among our part-time sales representatives, which requires us to attract, retain and motivate a large number of sales representatives. Recruiting is performed by our current sales representatives, and the effectiveness of recruiting is generally Primerica 2017 Annual Report 31 ITEM 1A. RISK FACTORS dependent upon our reputation as a provider of a rewarding and potentially lucrative income opportunity, as well as the general competitive and economic environment. Whether recruits are motivated to complete their training and licensing requirements and commit to selling our products is largely dependent upon the effectiveness of our compensation and promotional programs, as well as the competitiveness of such programs compared with other companies, including other part-time business opportunities and our recruits’ desire to help middle-income families in their communities become educated about their finances and assist them in identifying products that provide income protection and savings opportunities. If our new business opportunities and products do not generate sufficient interest to attract new recruits, motivate them to become licensed sales representatives and maintain their licenses, and incentivize them to sell our products and recruit other new sales representatives, our business would be materially adversely affected. Certain key RVPs have large sales organizations that include thousands of sales representatives. These key RVPs are responsible for attracting, motivating, supporting and assisting the sales representatives in their sales organizations. The loss of one or more key RVPs together with a substantial number of their sales representatives for any reason could materially adversely affect our financial results and could impair our ability to attract new sales representatives. Furthermore, if we or any other businesses with a similar distribution structure engage in practices resulting in increased negative public attention for our business model, the resulting reputational challenges could adversely affect our ability to attract new recruits. Companies such as ours that use independent agents to sell directly to customers can be the subject of negative commentary on website postings, social media and other non-traditional media. This negative commentary can spread inaccurate or incomplete information about distribution companies in general or our company in particular, which can make our recruiting more difficult. From time to time, various jurisdictions make changes to the state or provincial licensing examination process that may make it more difficult for our sales representatives to obtain their life insurance licenses. Likewise, FINRA has announced a restructuring of its representative- level qualification examination program set for implementation in October 2018 that marks a conceptual change from FINRA’s current securities examination program. While the objective of the new program is to improve efficiencies, if the changes create barriers to entry that are not relevant to assessing an applicant’s competence, the costs significantly increase, or the program is implemented without adequate transitions, the restructured program could result in a decrease in the number of registrants obtaining their securities licenses in the United States. There are a number of laws and regulations that could apply to our distribution model, which could require us to modify our distribution structure. In the past, certain distribution models that use independent agents to sell directly to customers have been subject to challenge under various laws, including laws relating to business opportunities, franchising and unfair or deceptive trade practices. In general, state business opportunity and franchise laws in the United States prohibit sales of business opportunities or franchises unless the seller provides potential purchasers with a pre-sale disclosure document that has first been filed with a designated state agency and grants purchasers certain legal recourse against sellers of business opportunities and franchises. Certain Canadian provinces have enacted legislation dealing with franchising, which typically requires mandatory disclosure to prospective franchisees. We have not been, and are not currently, subject to business opportunity laws because the amounts paid by our new representatives to us: (i) are less than the minimum thresholds set by 32 Freedom Lives Here ™ ITEM 1A. RISK FACTORS many state and provincial statutes and (ii) are not fees paid for the right to participate in a business, but rather are for bona fide expenses such as state and provincial-required insurance examinations and pre-licensing training. We have not been, and are not currently, subject to franchise laws for similar reasons. However, there is a risk that a governmental agency or court could disagree with our assessment or that these laws and regulations could change. In addition, although we do not believe that the Federal Trade Commission (“FTC”)‘s Business Opportunity Rule applies to our company, it could be interpreted in a manner inconsistent with our interpretation. Becoming subject to business opportunity or franchise laws or regulations could require us to provide additional disclosures and regulate the manner in which we recruit our sales representatives that may increase the expense of, or adversely impact our recruitment of new sales representatives. There are various laws and regulations that prohibit fraudulent or deceptive schemes known as pyramid schemes. In general, a pyramid scheme is defined as an arrangement in which new participants are required to pay a fee to participate in the organization and then receive compensation primarily for recruiting other persons to participate, either directly or through sales of goods or services that are merely disguised payments for recruiting others. The application of these laws and regulations to a given set of business practices is inherently fact- based and, therefore, is subject to interpretation by applicable enforcement authorities. Our sales representatives are paid commissions and other remuneration based on sales of our products and services to bona fide purchasers, and for this and other reasons we do not believe that we are subject to laws regulating pyramid schemes. Moreover, our sales representatives are not required to purchase any of the products marketed by us. However, even though we believe that our distribution practices are currently in compliance with, or exempt from, these laws and regulations, there is a risk that a governmental agency or court could disagree with our assessment or that these laws and regulations could change, which could require us to restructure our operations in certain jurisdictions or result in other costs or fines. There are also federal, state and provincial laws of general application, such as the Federal Trade Commission Act (the “FTC Act”), and state or provincial unfair and deceptive trade practices laws that could potentially be invoked to challenge aspects of our recruiting of sales representatives. In particular, our recruiting efforts include promotional materials for recruits that describe the potential business opportunity available to them if they join our sales force. These materials, as well as our other recruiting efforts and those of our sales representatives, are subject to scrutiny by the FTC and state and provincial enforcement authorities with respect to misleading statements, including misleading earnings or lifestyle claims made to encourage potential new recruits to join our sales force. If claims made by us or by our sales representatives are deemed to be unfair, deceptive, or misleading, it could result in violations of the FTC Act or similar state and provincial statutes prohibiting unfair or deceptive trade practices or result in reputational harm. Being subject to, or out of compliance with, the aforementioned laws and regulations could require us to change our distribution structure, which could materially adversely affect our business, financial condition and results of operations. There may be adverse tax, legal or financial consequences if the independent contractor status of our sales representatives is overturned. Our sales representatives are independent contractors who operate their own businesses. In the past, we have been successful in defending our company in various contexts before courts and governmental agencies against claims that our sales representatives should be treated like employees. Although we believe that we have properly classified our representatives as independent contractors, there is nevertheless a Primerica 2017 Annual Report 33 ITEM 1A. RISK FACTORS risk that the IRS, the Canada Revenue Agency, a court or other authority will take a different view. Furthermore, the tests governing the determination of whether an individual is considered to be an independent contractor or an employee are typically fact-sensitive and vary from jurisdiction to jurisdiction. Laws and regulations that govern the status and misclassification of independent sales representatives are subject to change or interpretation. The classification of workers as independent contractors has been the subject of federal, state and provincial legislative and regulatory interest over the last several years, with proposals being made that call for greater scrutiny of independent contractor classifications and greater penalties for companies who wrongly classify workers as independent contractors instead of employees. We cannot predict the outcome of these legislative and regulatory efforts. If there is an adverse determination with respect to the classification of some or all of our independent contractors by a court or governmental agency, we could incur significant costs in complying with such laws and regulations, including in respect of tax withholding, social security payments, retirement plan contributions and recordkeeping, employee benefits, payment of wages or modification of our business model, any of which could have a material adverse effect on our business, financial condition and results of operations. In addition, there is the risk that we may be subject to significant monetary liabilities arising from fines or judgments as a result of any such actual or alleged non-compliance with federal, state, or provincial laws. The Company’s or its independent sales representatives’ violation of, or non- compliance with, laws and regulations and related claims and proceedings could expose us to material liabilities. Extensive federal, state, provincial and territorial laws regulate our product offerings and our relationships with our clients, imposing certain requirements that our sales representatives must follow. At any given time, we may have pending state, federal or provincial examinations or inquiries of our investment and savings products and insurance businesses. In addition to imposing requirements that sales representatives must follow in their dealings with clients, these laws and regulations generally require us to maintain a system of supervision reasonably designed to ensure that our sales representatives comply with the requirements to which they are subject. We have policies and procedures to comply with these laws and regulations. However, despite these compliance and supervisory efforts, the breadth of our operations and the broad regulatory requirements could result in oversight failures and instances of non-compliance or misconduct on the part of our sales representatives. From time to time, we are subject to private litigation as a result of alleged misconduct by our sales representatives. Examples include claims that a sales representative’s failure to disclose underwriting-related information regarding the insured on an insurance application resulted in the denial of a life insurance policy claim, and with respect to investment and savings products sales, errors or omissions that a sales representative made in connection with the purchase or sale of a securities product. Non-compliance with laws or regulations by our sales representatives could result in adverse findings in either examinations or litigation and could subject us to sanctions, monetary liabilities, restrictions on or the loss of the operation of our business, or reputational harm, any of which could have a material adverse effect on our business, financial condition and results of operations. Any failure to protect the confidentiality of client information could adversely affect our reputation and have a material adverse effect on our business, financial condition and results of operations. Pursuant to federal, state and provincial laws, various government agencies have established 34 Freedom Lives Here ™ ITEM 1A. RISK FACTORS rules protecting the privacy and security of personal information, which vary significantly from jurisdiction to jurisdiction. Many of our sales representatives, employees, and third-party service providers have access to, and routinely process, personal information of clients on paper and on personal and company-owned hardware, the Cloud and mobile devices through a variety of media, including the Internet and software applications. We rely on various internal processes and controls to protect the confidentiality of client information that is accessible to, or in the possession of, our company, our employees and our sales representatives. If a sales representative, employee, or third-party service provider intentionally or unintentionally discloses or misappropriates confidential client information or our data is the subject of a cybersecurity attack, or if we fail to maintain adequate internal controls or our sales representatives, employees, or service providers fail to comply with our policies and procedures, misappropriation or intentional or unintentional inappropriate disclosure or misuse of client information could occur. Such internal control inadequacies or non-compliance could materially damage our reputation or lead to civil or criminal penalties, which, in turn, could have a material adverse effect on our business, financial condition and results of operations. Risks Related to Our Insurance Business and Reinsurance We may face significant losses if our actual experience differs from our expectations regarding mortality or persistency. We set prices for life insurance policies based upon expected claim payment patterns derived from assumptions we make about the mortality rates, or likelihood of death, of our policyholders in any given year. The long-term profitability of these products depends upon how our actual mortality rates compare to our pricing assumptions. For example, if mortality rates are higher than those assumed in our pricing assumptions, we could be required to make more death benefit payments under our life insurance policies or to make such payments sooner than we had projected, which may decrease the profitability of our term life insurance products and result in an increase in the cost of our subsequent reinsurance transactions. The prices and expected future profitability of our life insurance products are also based, in part, upon assumptions related to persistency. Actual persistency that is lower than our persistency assumptions could have an adverse effect on profitability, especially in the early years of a policy, primarily because we would be required to accelerate the amortization of expenses we deferred in connection with the acquisition of the policy. Actual persistency that is higher than our persistency assumptions could have an adverse effect on profitability in the later years of a block of policies because the anticipated claims experience is higher in these later years. If actual persistency is significantly different from that assumed in our pricing assumptions, our reserves for future policy benefits may prove to be inadequate. We are precluded from adjusting premiums on our in- force business during the initial term of the policies, and our ability to adjust premiums on in-force business after the initial policy term is limited to the maximum premium rates in the policy. Our assumptions and estimates regarding mortality and persistency require us to make numerous judgments and, therefore, are inherently uncertain. We cannot determine with precision the actual persistency or ultimate amounts that we will pay for actual claim payments on a block of policies, the timing of those payments, or whether the assets supporting these contingent future payment obligations will increase to the levels we estimate before payment of claims. If we conclude that our future policy benefit reserves, together with future premiums, are insufficient to cover actual or expected claims payments and the scheduled amortization of our deferred policy acquisition costs (“DAC”), we would be required to first accelerate our amortization of DAC and then increase our future policy benefit reserves in the period in which we make the Primerica 2017 Annual Report 35 ITEM 1A. RISK FACTORS determination, which could materially adversely affect our business, financial condition and results of operations. The occurrence of a catastrophic event could materially adversely affect our business, financial condition and results of operations. Our insurance operations are exposed to the risk of catastrophic events, which could cause a large number of premature deaths of our insureds. A catastrophic event could also cause significant volatility in global financial markets and disrupt the economy. Although we have ceded a significant majority of our mortality risk to reinsurers, a catastrophic event could cause a material adverse effect on our business, financial condition and results of operations. Claims resulting from a catastrophic event could cause substantial volatility in our financial results for any quarter or year and could also materially harm the financial condition of our reinsurers, which would increase the probability of default on reinsurance recoveries. Our ability to write new business could also be adversely affected. In addition, most of the jurisdictions in which our insurance subsidiaries are licensed to transact business require life insurers to participate in guaranty associations, which raise funds to pay contractual benefits owed pursuant to insurance policies issued by impaired, insolvent or failed issuers. It is possible that a catastrophic event could require extraordinary assessments on our insurance companies, which could have a material adverse effect on our business, financial condition and results of operations. Our insurance business is highly regulated, and statutory and regulatory changes may materially adversely affect our business, financial condition and results of operations. Life insurance statutes and regulations are generally designed to protect the interests of the public and policyholders. Those interests may conflict with the interests of our stockholders. Currently, in the United States, the power to regulate insurance resides almost exclusively with the states. The laws of the various U.S. jurisdictions grant state insurance regulators broad powers to regulate almost all aspects of our insurance business. Much of this state regulation follows model statutes or regulations developed or amended by the NAIC, which is composed of the insurance commissioners of each U.S. jurisdiction. The NAIC re-examines and amends existing model laws and regulations (including holding company regulations) in addition to determining whether new ones are needed. The Dodd-Frank Act created the Federal Insurance Office and authorized it to, among other things, study methods to modernize and improve insurance regulation. We cannot predict with certainty whether, or in what form, reforms will be enacted and, if so, whether the enacted reforms will materially affect our business. Changes in federal statutes, including the Gramm-Leach-Bliley Act and the McCarran- Ferguson Act, financial services regulation and federal taxation, in addition to changes to state statutes and regulations, may be more restrictive than current requirements or may result in higher costs, and could materially adversely affect our business, financial condition and results of operations. Federal and provincial insurance laws regulate all aspects of our Canadian insurance business. Changes to federal or provincial statutes and regulations may be more restrictive than current requirements or may result in higher costs, which could materially adversely affect our business, financial condition and results of operations. If OSFI determines that our corporate actions do not comply with applicable Canadian law, Primerica Life Canada could face sanctions or fines, and Primerica Life Canada could be subject to increased capital requirements or other requirements deemed appropriate by OSFI. We received approval from the Minister of Finance (Canada) under the Insurance Companies Act (Canada) in connection with our indirect acquisition of Primerica Life Canada. The 36 Freedom Lives Here ™ ITEM 1A. RISK FACTORS Minister expects that a person controlling a federal insurance company will provide ongoing financial, managerial or operational support to its subsidiary should such support prove necessary, and has required us to sign a support principle letter to that effect. This ongoing support may take the form of additional capital, the provision of managerial expertise or the provision of support in such areas as risk management, internal control systems and training. However, the letter does not create a legal obligation on the part of the person to provide the support. In the event that OSFI determines Primerica Life Canada is not receiving adequate support from the Parent Company under applicable Canadian law, Primerica Life Canada may be subject to increased capital requirements or other requirements deemed appropriate by OSFI. If there were to be extraordinary changes to statutory or regulatory requirements in the United States or Canada, we may be unable to fully comply with or maintain all required insurance licenses and approvals. Regulatory authorities have relatively broad discretion to grant, renew and revoke licenses and approvals. If we do not have all requisite licenses and approvals, or do not comply with applicable statutory and regulatory requirements, the regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our insurance activities or impose fines or penalties on us, which could materially adversely affect our business, financial condition and results of operations. We cannot predict with certainty the effect any proposed or future legislation or regulatory initiatives may have on the conduct of our business. A decline in the regulatory capital ratios of our insurance subsidiaries could result in increased scrutiny by insurance regulators and ratings agencies and have a material adverse effect on our business, financial condition and results of operations. Each of our U.S. insurance subsidiaries is subject to RBC standards (imposed under the laws of its respective jurisdiction of domicile). The RBC formula for U.S. life insurance companies generally establishes capital requirements relating to asset, insurance, interest rate and business risks. Our U.S. insurance subsidiaries are required to report their results of RBC calculations annually to the applicable state department of insurance and the NAIC. Our Canadian life insurance subsidiary is subject to minimum continuing capital and surplus requirements (“MCCSR”), and Tier 1 capital ratio requirements, and is required to provide its MCCSR and Tier 1 capital ratio calculations to the Canadian regulators. Beginning in 2018, the Life Insurance Capital Adequacy Test Guideline (“LICAT”) has replaced the MCCSR guidelines. The capitalization of our insurance subsidiaries is maintained at levels in excess of the effective minimum requirements of the NAIC in the United States and OSFI in Canada. In any particular year, statutory capital and surplus amounts and RBC and LICAT ratios may increase or decrease depending on a variety of factors, including the amount of statutory income or losses generated by our insurance subsidiaries, the amount of additional capital our insurance subsidiaries must hold to support business growth, changes in their reserve requirements, the value of securities in their investment portfolios, the credit ratings of investments held in their portfolios, changes in interest rates, credit market volatility, changes in consumer behavior, as well as changes to the NAIC’s RBC formula or the LICAT calculation of OSFI. Many of these factors are outside of our control. Our financial strength and credit ratings are significantly influenced by the statutory surplus amounts and RBC and LICAT ratios of our insurance company subsidiaries. Ratings agencies may change their internal models, effectively increasing or decreasing the amount of statutory capital our insurance subsidiaries must hold to maintain their current ratings. In addition, recently enacted tax reform in the United States could lower our RBC ratio, which could adversely affect the ratings agencies’ assessment of the financial strength of our insurance subsidiaries. Ratings agencies also may downgrade the ratings of securities held in Primerica 2017 Annual Report 37 ITEM 1A. RISK FACTORS our insurance subsidiaries’ portfolios, which could result in a reduction of our insurance subsidiaries’ statutory capital and surplus and RBC. There is no assurance that our insurance subsidiaries will not need additional capital or, if needed, that we will be able to provide it to maintain the targeted RBC and LICAT levels to support their business operations. The failure of any of our insurance subsidiaries to meet its applicable RBC and LICAT requirements or minimum capital and surplus requirements could subject it to further examination or corrective action imposed by insurance regulators, including limitations on its ability to write additional business, supervision by regulators or seizure or liquidation. Any corrective action imposed could have a material adverse effect on our business, financial condition and results of operations. A decline in RBC or LICAT also limits the ability of our insurance subsidiaries to pay dividends or make distributions and could be a factor in causing ratings agencies to downgrade the financial strength ratings of all our insurance subsidiaries. Such downgrades would have an adverse effect on our ability to write new insurance policies and, therefore, could have a material adverse effect on our business, financial condition and results of operations. A significant ratings downgrade by a ratings organization could materially adversely affect our business, financial condition and results of operations. Each of our insurance subsidiaries, with the exception of Peach Re and Vidalia Re, has been assigned a financial strength rating by A.M. Best. Primerica Life currently also has an insurer financial strength rating from each of Standard & Poor’s and Moody’s. The financial strength ratings of our insurance subsidiaries are subject to periodic review using, among other things, the ratings agencies’ proprietary capital adequacy models, and are subject to revision or withdrawal at any time. Insurance financial strength ratings are directed toward the concerns of policyholders and are not intended for the protection of stockholders or as a recommendation to buy, hold or sell securities. Our financial strength ratings will affect our competitive position relative to other insurance companies. If the financial strength ratings of our insurance subsidiaries fall below certain levels, some of our policyholders may move their business to our competitors. In addition, the models used by ratings agencies to determine financial strength are different from the capital requirements set by insurance regulators. Ratings organizations review the financial performance and financial conditions of insurance companies, and provide opinions regarding financial strength, operating performance and ability to meet obligations to policyholders. A significant downgrade in the financial strength ratings of any of our insurance subsidiaries, or the announced potential for a downgrade, could have a material adverse effect on our business, financial condition and results of operations by, among other things: • reducing sales of insurance products; • adversely affecting our relationships with our sales representatives; • materially increasing the amount of policy cancellations by our policyholders; • requiring us to reduce prices to remain competitive; and • adversely affecting our ability to obtain reinsurance at reasonable prices or at all. If the rating agencies or regulators change their approach to financial strength ratings and statutory capital requirements, we may need to take action to maintain current ratings and capital adequacy ratios, which could have a material adverse effect on our business, financial condition and results of operations. In addition to financial strength ratings of our insurance subsidiaries, the Parent Company currently has investment grade credit ratings from Standard & Poor’s, Moody’s, and A.M. Best. These ratings are indicators of a debt issuer’s ability to meet the terms of debt obligations and are important factors in its ability to access 38 Freedom Lives Here ™ ITEM 1A. RISK FACTORS liquidity in the debt markets. A rating downgrade by a rating agency can occur at any time if the rating agency perceives an adverse change in our financial condition, results of operations or ability to service debt. If such a downgrade occurs, it could have a material adverse effect on our financial condition and results of operations in many ways, including adversely limiting our access to capital in the unsecured debt market and potentially increasing the cost of such debt. The failure by any of our reinsurers or reserve financing counterparties to perform its obligations to us could have a material adverse effect on our business, financial condition and results of operations. We extensively use reinsurance in the United States to diversify our risk and to manage our loss exposure to mortality risk. Reinsurance does not relieve us of our direct liability to our policyholders, even when the reinsurer is liable to us. We, as the insurer, are required to pay the full amount of death benefits even in circumstances where we are entitled to receive payments from the reinsurer. Due to factors such as insolvency, adverse underwriting results or inadequate investment returns, our reinsurers may not be able to pay the amounts they owe us on a timely basis or at all. Further, reinsurers might refuse or fail to pay losses that we cede to them or might delay payment. Since death benefit claims may be paid long after a policy is issued, we bear credit risk with respect to our reinsurers. The creditworthiness of our reinsurers may change before we can recover amounts to which we are entitled. Any such failure to pay by our reinsurers could have a material adverse effect on our business, financial condition and results of operations. We also have in place coinsurance agreements that we originally entered into at the time of our IPO, pursuant to which we ceded between 80% and 90% of the risks and rewards of our term life insurance policies that were in force at year-end 2009. Under this arrangement, our existing reinsurance agreements remain in place. Each coinsurer entered into trust agreements with our respective insurance subsidiaries and a trustee pursuant to which the coinsurer placed assets (primarily treasury and fixed-income securities) in trust for such subsidiary’s benefit to secure the coinsurer’s obligations to such subsidiary. Each such coinsurance agreement requires each coinsurer to maintain assets in trust, which amount will not be less than the amount of the reserves for the coinsured liabilities. In Canada, the IPO reinsurer must hold pledged assets in a Canadian financial institution, not affiliated with the IPO reinsurer, with our Canadian insurance company having an enforceable security interest that has priority over any other security interest for the pledged assets. Furthermore, our insurance subsidiaries have the right to recapture the business upon the occurrence of an event of default under their respective coinsurance agreement subject to any applicable cure periods. Whileanysuchrecapturewouldbeatnocostto us, such recapture would result in a substantial increase in our insurance exposure and require us to be fully responsible for the management of the assets set aside to support statutory reserves. The type of assets we might obtain as a result of a recapture may not be as liquid as our current invested asset portfolio and could result in an unfavorable impact on our risk profile. There can be no assurance that the relevant coinsurer will pay the coinsurance obligations owed to us now or in the future or that it will pay these obligations on a timely basis. If any of the coinsurers becomes insolvent, the trust account to support the obligations of such coinsurer is insufficient to pay such coinsurer’s obligations to us and we fail to enforce our right to recapture the business, it could have a material adverse effect on our business, financial condition and results of operations. We have entered into transactions by which we finance redundant statutory reserves of certain issue years of our Term Life business. Under these transactions, we pay a fee to financial counterparties for their commitment to support redundant reserves and provide corresponding statutory reinsurance credit, allowing us to more efficiently manage our capital. While we monitor Primerica 2017 Annual Report 39 ITEM 1A. RISK FACTORS the credit quality and financial strength of these counterparties, if their financial strength was significantly impaired to the extent that their support of our redundant reserves could no longer be relied upon, it could have a material adverse effect on our business, financial condition, and results of operations. Risks Related to Our Investments and Savings Products Business Our Investment and Savings Products segment is heavily dependent on mutual fund and annuity products offered by a relatively small number of companies, and, if these products fail to remain competitive with other investment options or we lose our relationship with one or more of these companies, our business, financial condition and results of operations may be materially adversely affected. We earn a significant portion of our earnings through our relationships with a small group of mutual fund and annuity companies. A decision by one or more of these companies to alter or discontinue their current arrangements or product offerings with us, or a change in law or regulation that compels us to alter or discontinue such arrangements, could materially adversely affect our business, financial condition and results of operations. If any of our investment and savings products fail to achieve satisfactory investment performance, our clients may seek higher yielding alternative investment products, and we could experience higher redemption rates. In addition, we earn a growing portion of our earnings through our asset-based advisory platform. A mix shift of new investments to our advisory platform could materially impact cash flows to our business, financial condition and results of operations. In recent years there has been an increase in the popularity of alternative investments such as exchange traded funds (ETFs), which we do not currently offer on our brokerage platform, but which are available indirectly to our clients on our advisory platform. These investment options typically have low fee structures and provide some of the attributes of mutual funds, such as risk diversification. If these products continue to gain traction among our client base as viable alternatives to mutual fund investments, or if other product innovations not offered by us gain traction, our investment and savings products revenues could decline. In addition to sales commissions and asset- based compensation, a portion of our earnings from investment and savings products comes from recordkeeping services that we provide to mutual fund companies and from fees earned for custodial services that we provide to clients with retirement plan accounts in the funds of these mutual fund companies. We also receive marketing and support fees from each of these mutual fund companies. A decision by one or more of these fund companies to alter or discontinue their current arrangements with us, or a change in law or regulation that compels us to alter or discontinue such arrangements, would materially adversely affect our business, financial condition and results of operations. The Company’s or its securities-licensed sales representatives’ violations of, or non- compliance with, laws and regulations could expose us to material liabilities. Our subsidiary broker-dealer and registered investment advisor, PFS Investments, and its sales representatives, are subject to federal and state regulation of its securities business. These regulations cover sales practices, trade suitability, supervision of registered representatives, recordkeeping, the conduct and qualification of officers and employees, net capital requirements, business operations, the rules and regulations of theMSRBandstateblueskyregulation. Investment advisory representatives are generally held to a higher standard of conduct than registered representatives. Our subsidiary, PSS, is a registered transfer agent engaged in the recordkeeping business and is subject to SEC regulation. Violations of laws or regulations applicable to the activities of PFS Investments or PSS, or violations by a third party with which PFS Investments or PSS contracts, could subject us to 40 Freedom Lives Here ™ ITEM 1A. RISK FACTORS disciplinary actions and litigation and could result in the imposition of cease and desist orders, fines or censures, restitution to clients, suspension or revocation of SEC registration, suspension or expulsion from FINRA, reputational damage and legal expense, any of which could materially adversely affect our business, financial condition and results of operations. Our Canadian broker-dealer subsidiary, PFSL Investments Canada and its sales representatives are subject to the securities laws of the provinces and territories of Canada in which we sell our mutual fund products and to the rules of the MFDA, the self-regulatory organization governing mutual fund dealers. PFSL Investments Canada is subject to periodic review by both the MFDA and the provincial and territorial securities commissions to assess its compliance with, among other things, applicable capital requirements and sales practices and procedures. These regulators have broad administrative powers, including the power to limit or restrict the conduct of our business for failure to comply with applicable laws or regulations. Possible sanctions that could be imposed include the suspension of individual sales representatives, limitations on the activities in which the dealer may engage, suspension or revocation of the dealer registration, the ability to withhold licenses or to impose restrictive terms and conditions on the licenses of sales representatives, censure or fines, any of which could materially adversely affect our business, financial condition and results of operations. If heightened standards of conduct or more stringent licensing requirements, such as those proposed by the SEC and those adopted by the DOL, are imposed on us or our sales representatives, or selling compensation is reduced as a result of new legislation or regulations, it could have a material adverse effect on our business, financial condition and results of operations. Our U.S. sales representatives are subject to federal and state regulation as well as state licensing requirements. PFS Investments, which is regulated as a broker-dealer, and our U.S. sales representatives are currently subject to general anti-fraud limitations under the Exchange Act and SEC rules and regulations, as well as other conduct standards prescribed by FINRA. These standards generally require that broker-dealers and their sales representatives disclose conflicts of interest that might affect the advice or recommendations they provide and require them to make suitable investment recommendations to their customers. In January 2011 under the authority of the Dodd-Frank Act, which gives the SEC the power to impose on broker-dealers a heightened standard of conduct that is currently applicable only to investment advisers, the SEC recommended to Congress that the SEC adopt a fiduciary standard of conduct for broker-dealers that is uniform with that of investment advisors. The SEC has announced that it has begun work on such a rule proposal (the “SEC Rule”). On April 8, 2016, the DOL published a final rule (the “DOL Fiduciary Rule”), which more broadly defines the circumstances under which a person or entity may be considered a fiduciary for purposes of the prohibited transaction rules of the ERISA and IRC Section 4975. Simultaneously with publication of the DOL Fiduciary Rule, the DOL issued new, and amended existing, exemptions intended, among other things, to allow advisers and their firms to continue to receive common forms of compensation that would otherwise be prohibited due to the DOL Fiduciary Rule. On February 3, 2017, the President of the United States issued a memorandum directing the DOL to review the DOL Fiduciary Rule to determine, based on certain factors, whether the rule should be revised or rescinded. The DOL Fiduciary Rule and transitional exemptions became applicable on June 9, 2017, with the final exemptions scheduled to go into effect at the end of the Transition Period on July 1, 2019. The DOL has stated that it is conducting the review and will make the determinations directed by the President’s memorandum during the Transition Period. If the DOL Fiduciary Rule, including the final exemptions, were to become applicable in its Primerica 2017 Annual Report 41 ITEM 1A. RISK FACTORS current form, we believe that certain changes to our qualified plan business would be necessary in order for us to continue to help investors save for retirement. Because of the uncertainty of the status of the DOL Fiduciary Rule or an SEC Rule, and because of the unsettled nature of the Transition Period, we have not determined the extent to which we would make necessitated compensation, product or other changes to our qualified investment and savings plan business, nor whether we would make such changes consistent across our non-qualified investment and savings business. While we have incurred, and would expect to continue to incur, increased costs associated with the DOL Fiduciary Rule, we cannot quantify the collective impact of those costs and other changes on the Company. Changes resulting from the DOL Fiduciary Rule or an SEC Rule could make it more difficult for us and our sales representatives to profitably serve the middle-income market, which could materially adversely affect our business, financial condition, and results of operations. Heightened standards of conduct as a result of either of the above items or another similar proposed rule or regulation could also increase the compliance and regulatory burdens on our representatives, and could lead to increased litigation and regulatory risks, changes to our business model, a decrease in the number of our securities-licensed representatives and a reduction in the products we offer to our clients, any of which could have a material adverse effect on our business, financial condition and results of operations. If our suitability policies and procedures, or our policies and procedures for compliance with the DOL Fiduciary Rule, were deemed inadequate, it could have a material adverse effect on our business, financial condition and results of operations. We review the account applications that we receive for our investment and savings products for suitability and, in the case of certain applications for retirement products, for compliance with the DOL Fiduciary Rule. While we believe that the policies and procedures we implement to help our sales representatives assist clients in making appropriate and suitable investment choices, and in some cases choices that will satisfy the DOL Fiduciary Rule requirements and exemptions, are reasonably designed to achieve compliance with applicable securities laws and regulations, it is possible that the SEC, FINRA, the DOL, the IRS, state securities and insurance regulators or MFDA may not agree. Further, we could be subject to regulatory actions or private litigation, which could materially adversely affect our business, financial condition and results of operations. Our sales force support tools may fail to appropriately identify financial needs or suitable investment products. Our support tools are designed to educate potential and existing clients, help identify their financial needs, generally introduce the potential benefits of our product offerings, and identify suitable investment products. The assumptions and methods of analyses embedded in our support tools could be challenged and subject us to regulatory action by the SEC, the DOL, FINRA or other regulators, or private litigation, which could materially adversely affect our business, financial condition and results of operations. Non-compliance with applicable regulations could lead to revocation of our subsidiary’s status as a non-bank custodian. PFS Investments is a non-bank custodian of retirement accounts, as permitted under Treasury Regulation 1.408-2. A non-bank custodian is an entity that is not a bank and that is permitted by the IRS to act as a custodian for retirement plan account assets of our clients. The IRS retains authority to revoke or suspend that status if it finds that PFS Investments is unwilling or unable to administer retirement accounts in a manner consistent with the requirements of the applicable regulations. 42 Freedom Lives Here ™ ITEM 1A. RISK FACTORS Revocation of PFS Investments’ non-bank custodian status would affect its ability to earn revenue for providing such services and, consequently, could materially adversely affect our business, financial condition and results of operations. As our securities sales increase, we become more sensitive to performance of the equity markets. A significant portion of our investment sales and assets under management are comprised of North American equity-based products. The multi-year growth in equity valuations has increased proportionally the Company’s revenue and product income derived from the sale of these products. A significant correction in the North American equity markets that decreases the company’s assets under management, or a protracted long-term downturn in equity market performance that has a negative effect on the Company’s sales of securities products, could have an adverse effect on our business, financial condition and results of operations. Other Risks Related to Our Business If one of our significant information technology systems fails, if its security is compromised, or if the Internet becomes disabled or unavailable, our business, financial condition and results of operations may be materially adversely affected. Our business is highly dependent upon the effective operation of our information technology systems and third-party technology systems, networks and clouds to record, process, transmit and store information, including sensitive customer and proprietary information. We rely on these systems throughout our business for a variety of functions including to conduct many of our business activities and transactions with our customers, representatives, vendors and other third parties, to prepare our financial statements and to communicate with our Board of Directors. Our information technology systems and applications run a variety of third-party and proprietary software, including POL (our secure intranet website designed to be a support system for our sales force), the Primerica App, our insurance administration system, Virtual Base Shop (our secure intranet-based paperless field office management system for RVPs), TurboApps (our point-of-sale tool that streamlines the application process for our insurance product), our FNA tool, our licensing decision and support system, and our compensation system. Our business also relies on the use by employees, representatives and other third parties of electronic mobile devices, such as laptops, tablets and smartphones, which are particularly vulnerable to loss and theft. Maintaining the integrity of these systems and networks is critical to the success of our business operations, including the retention of our representatives and customers, and to the protection of our proprietary information and our customers’ confidential and personal information. We could experience a failure of one or more of these systems or could fail to complete all necessary data reconciliation or other conversion controls when implementing new software systems. In addition, despite the implementation of security and backup measures, our information technology systems may be vulnerable to physical or electronic intrusions, viruses or other attacks, programming errors and similar disruptions. We are subject to international, federal and state regulations, and in some cases contractual obligations, that require us to establish and maintain policies and procedures designed to protect sensitive customer, employee, sales representative and third-party information. We have implemented and maintain security measures, including industry-standard commercial technology, designed to protect against breaches of security sales and other interference with our systems and networks resulting from attacks by third parties, including hackers, and from employee or representative error or malfeasance. We continually assess our Primerica 2017 Annual Report 43 ITEM 1A. RISK FACTORS ability to monitor, respond to, and recover from such threats. We also require third-party vendors, who in the provision of services to us are provided with or process information pertaining to our business or our customers, to meet certain information security standards. Despite the measures we have taken and may in the future take to address and mitigate cybersecurity and technology risks, we cannot assure that our systems and networks will not be subject to breaches or interference. Any such breaches or interference by third parties or by our sales representatives or employees that may occur in the future including the failure of any one of these systems for any reason, could cause significant interruptions to our operations, which could have a material adverse effect on our business, financial condition and results of operations. Anyone who is able to circumvent our security measures and penetrate our information technology systems could access, view, misappropriate, alter, or delete information in the systems, including personally-identifiable client information and proprietary business information. In addition, an increasing number of jurisdictions require that regulators and clients be notified if a security breach results in the disclosure of personally-identifiable client information, which could exacerbate the harm to our business, financial condition or results of operations. We cannot be certain that advances in criminal capabilities, discovery of new vulnerabilities, attempts to exploit vulnerabilities in our systems, data thefts, physical system or network break-ins or inappropriate access, or other developments will not compromise or breach the technology or other security measures protecting the networks and systems used in connection with our business. Operating system failures, ineffective system implementation, loss of the Internet or the compromise of security with respect to internal, external or third-party operating systems or portable electronic devices could subject us to significant civil and criminal liability, harm our reputation, interrupt our business operations, deter people from purchasing our products, require us to incur significant technical, legal and other expenses, and adversely affect our internal control over financial reporting, business, financial condition, or results of operations. The current legislative and regulatory climate with regard to cybersecurity may adversely affect our business, financial condition, and results of operations. Various international, federal and state legislative and regulatory bodies are considering or have considered, proposed, or adopted new standards and rules regarding protection of personally-identifiable information. Such laws or regulations could require us to implement new technologies or revise and maintain policies and procedures designed to protect sensitive customer, employee, representative and third- party information. Being subject to, or out of compliance with, the aforementioned laws and regulations could result in material costs, fines, penalties or litigation, which could materially adversely affect our business, financial condition and results of operations. In the event of a disaster, our business continuity plan may not be sufficient, which could have a material adverse effect on our business, financial condition and results of operations. Our infrastructure supports a combination of local and remote recovery solutions for business resumption in the event of a disaster, including a security incident. In the event of either a campus-wide destruction or the inability to access our data center or main campus in Duluth, Georgia, our business recovery plan provides for a limited number of our employees to perform their work functions via a dedicated business backup/recovery site located around 20 miles from our main campus or by remote access from an employee’s home. However, in the event of campus-wide destruction, our business recovery plan may be inadequate, and our employees and sales representatives may be unable to carry out their work, which could have a material adverse effect on our business, financial condition and results of operations. 44 Freedom Lives Here ™ ITEM 1A. RISK FACTORS Credit deterioration in, and the effects of interest rate fluctuations on, our invested asset portfolio and other assets that are subject to changes in credit quality and interest rates could materially adversely affect our business, financial condition and results of operations. A large percentage of our invested asset portfolio is invested in fixed-income securities. As a result, credit deterioration and interest rate fluctuations could materially affect the value of and earnings generated by our invested asset portfolio. Fixed-income securities decline in value if there is no active trading market for the securities or the market’s impression of, or the ratings agencies’ views on, the credit quality of an issuer worsens. During periods of declining market interest rates, we must invest the cash we receive as interest, return of principal on our investments and cash from operations in lower- yielding, high-grade instruments or in lower- credit instruments to maintain comparable returns. Issuers of fixed-income securities could also decide to prepay their obligations to borrow at lower market rates, which would increase our reinvestment risk. If interest rates generally increase, the fair value of our fixed rate income portfolio decreases. Additionally, if the fair value of any security in our invested asset portfolio decreases, we may realize losses if we deem the value of the security to be other-than- temporarily impaired. We also have an asset on deposit with a coinsurer backing a 10% coinsurance agreement entered into at the time of our IPO. The fair value of this asset is influenced by fluctuation in credit spreads and interest rates, and changes in fair value are recognized in income. To the extent that any fluctuations in fair value or interest rates are significant or we recognize impairments that are material, it could have a material adverse effect on our business, financial condition and results of operations. Valuation of our investments and the determination of whether a decline in the fair value of our invested assets is other- than-temporary are based on estimates that may prove to be incorrect. U.S. GAAP requires that when the fair value of any of our invested assets declines and such decline is deemed to be other-than-temporary, we recognize a loss in either our statement of income or in other comprehensive income based on certain criteria in the period that such determination is made. The determination of the fair value of certain invested assets, particularly those that do not trade on a regular basis, requires an assessment of available data and the use of assumptions and estimates. Once it is determined that the fair value of an asset is below its carrying value, we must determine whether the decline in fair value is other-than- temporary, which is based on subjective factors and involves a variety of assumptions and estimates. There are certain risks and uncertainties associated with determining whether declines in fair value are other-than-temporary. These include significant changes in general economic conditions and business markets, trends in certain industry segments, interest rate fluctuations, rating agency actions, changes in significant accounting estimates and assumptions and legislative actions. In the case of mortgage- and asset-backed securities, there is added uncertainty as to the performance of the underlying collateral assets. To the extent that we are incorrect in our determination of the fair value of our investment securities or our determination that a decline in their value is other-than-temporary, we may realize losses that never actually materialize or may fail to recognize losses within the appropriate reporting period. Primerica 2017 Annual Report 45 ITEM 1A. RISK FACTORS Changes in accounting standards can be difficult to predict and could adversely impact how we record and report our financial condition and results of operations. Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. U.S. GAAP continues to evolve and, as a result, will change the financial accounting and reporting standards that govern the preparation of our financial statements. These changes can be hard to anticipate and implement and can materially impact how we record and report our financial condition and results of operations. For example, the Financial Accounting Standards Board (“FASB”) is in the process of re-deliberating its exposure draft that proposes significant changes in the methodology for measuring future policy benefits and deferred acquisition costs on our consolidated balance sheets as well as the timing of when we recognize the impact from changes in insurance contract assumptions in our statement of income and statement of other comprehensive income. This proposed accounting standard, in addition to other financial reporting standard changes being discussed by the FASB and the SEC, could adversely impact both our financial condition and results of operations as reported on a U.S. GAAP basis. Additionally, the Company’s insurance company subsidiaries prepare statutory financial statements in accordance with accounting principles designated by regulators in the jurisdictions in which they are domiciled. The financial statements of our U.S. insurance subsidiaries are prepared in accordance with statutory accounting principles prescribed or permitted by state insurance departments and the NAIC. Statutory accounting principles, including actuarial methodologies for estimating reserves, are subject to continuous evaluation by the NAIC and state insurance departments. Similarly, our Canadian life insurance subsidiary is required to prepare statutory financial statements in accordance with IFRS, as prescribed by the Office of the Superintendent of Financial Institutions in Canada. In 2017, the International Accounting Standards Board finalized a new IFRS standard that will significantly overhaul our Canadian life insurance subsidiary’s accounting for insurance contracts for statutory reporting purposes beginning in 2021. The statutory financial statements of our insurance company subsidiaries, which are used to determine dividend capacity and risk-based capital, could be adversely affected by these and other future changes implemented by jurisdictional insurance departments. Therefore, the ability of our insurance companies to comply with regulatory minimum capital requirements and ultimately pay dividends to the Parent Company could be adversely impacted. The effects of economic down cycles could materially adversely affect our business, financial condition and results of operations. Our business, financial condition and results of operations have been materially adversely affected by economic downturns in the United States and Canada, as well as issues in the global economy that may have repercussions on our local markets. Economic downturns, which are often characterized by higher unemployment, lower family income, lower valuation of retirement savings accounts, lower corporate earnings, lower business investment and lower consumer spending, have adversely affected the demand for the term life insurance, investment and savings and other financial products that we sell. Future economic down cycles could adversely affect new sales and cause clients to liquidate mutual funds and other investments sold by our sales representatives. This could cause a decrease in the asset value of client accounts, reduce our trailing commission revenues and result in a decline in the fair value of our invested asset portfolio. In addition, we may experience an elevated incidence of lapses or surrenders of insurance policies, and some of our policyholders may choose to defer paying insurance premiums or stop paying insurance premiums altogether. Further, volatility in equity 46 Freedom Lives Here ™ ITEM 1A. RISK FACTORS markets or downturns could discourage purchases of the investment products that we distribute and could have a materially adverse effect on our business, including our ability to recruit and retain sales representatives. We are subject to various federal, state and provincial laws and regulations in the United States and Canada, changes in which or violations of which may require us to alter our business practices and could materially adversely affect our business, financial condition and results of operations. In the United States, we are subject to many regulations, including the Gramm-Leach-Bliley Act and its implementing regulations, including Regulation S-P, the Fair Credit Reporting Act, the Right to Financial Privacy Act, the Foreign Corrupt Practices Act, the Sarbanes-Oxley Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Telephone Consumer Protection Act, the FTC Act, the Health Insurance Portability and Accountability Act (HIPAA), the Electronic Funds Transfer Act, and the Interlink Network Inc. Operating Regulations. We are also subject to anti-money laundering laws and regulations, including the Bank Secrecy Act, as amended by the Patriot Act, which requires us to develop and implement customer identification and risk-based anti-money laundering programs, report suspicious activity and maintain certain records. Further, we are required to follow certain economic and trade sanctions programs that are administered by the Office of Foreign Asset Control that prohibit or restrict transactions with suspected countries, their governments, and in certain circumstances, their nationals. In Canada, we are subject to provincial and territorial regulations, including consumer protection legislation that pertains to unfair and misleading business practices, provincial and territorial credit reporting legislation that provides requirements in respect of obtaining credit bureau reports and providing notices of decline, the Personal Information Protection and Electronic Documents Act, the Competition Act, the Corruption of Foreign Public Officials Act, the Telecommunications Act and certain Canadian Radio-television and Telecommunications Commission Telecom Decisions in respect of unsolicited telecommunications. We are also subject to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and its accompanying regulations, which require us to develop and implement anti-money laundering policies and procedures relating to customer indemnification, reporting and recordkeeping, develop and maintain ongoing training programs for employees, perform a risk assessment on our business and clients and institute and document a third-party independent review of our anti- money laundering program at least once every two years. We are also required to follow certain economic and trade sanctions and legislation that prohibit us from, among other things, engaging in transactions with, and providing services to, persons on lists created under various federal statutes and regulations and blocked persons and foreign countries and territories subject to Canadian sanctions administered by Foreign Affairs and International Trade Canada and the Department of Public Safety Canada. Changes in, or violations of, any of these laws or regulations may require additional compliance procedures, or result in enforcement proceedings, sanctions or penalties, which could have a material adverse effect on our business, financial condition and results of operations. Litigation and regulatory investigations and actions may result in financial losses and harm our reputation. We face a risk of litigation and regulatory investigations and actions in the ordinary course of operating our businesses. From time to time, we are subject to private litigation as a result of alleged sales representative misconduct or alleged failure of the Company to follow applicable insurance, securities or other laws or regulations. For example, we may become subject to lawsuits alleging, among other things, Primerica 2017 Annual Report 47 ITEM 1A. RISK FACTORS issues relating to sales or underwriting practices, product design and disclosure, delay of benefits, and product pricing. In addition, we are subject to litigation arising out of our general business activities. For example, we have a large sales force and we could face claims by current or former sales representatives arising out of their relationship with us as independent contractors or regarding compensation-related issues. If we become subject to any such litigation, the associated legal expense and any judgment or settlement of the claims could have a material adverse effect on our business, financial condition and results of operations. We are undergoing multi-state treasurer unclaimed property audits by 30 jurisdictions currently focused on the life insurance claims paying practices of our subsidiaries, Primerica Life and NBLIC. Other jurisdictions may pursue similar audits and litigation. The potential outcome of such actions is difficult to predict but could subject us to adverse consequences, including, but not limited to, settlement payments, additional payments to beneficiaries, and additional escheatment of funds deemed abandoned under state laws. We cannot reasonably estimate the likelihood or the impact of additional costs or liabilities that could result from resolution of these matters, or the effect these matters may have on the conduct of our business, financial condition and results of operations. We are also routinely subject to regulatory inquiries, such as information requests, subpoenas and books and record examinations, from state, provincial and federal regulators and other authorities and from time to time, regulatory investigations as a result of alleged sales representative misconduct or alleged failure of the Company to follow applicable laws or regulations. A substantial legal liability or a significant regulatory action against us could have a material adverse effect on our business, financial condition and results of operations. Moreover, even if we ultimately prevail in any litigation, regulatory action or investigation, we could suffer significant reputational harm and we could incur significant legal expenses, either of which could have a material adverse effect on our business, financial condition and results of operations. In addition, increased regulatory scrutiny and any resulting investigations or proceedings could result in new legal precedents and industry-wide regulations or practices that could materially adversely affect our business, financial condition and results of operations. The current legislative and regulatory climate with regard to financial services may adversely affect our business, financial condition, and results of operations. The volume of legislative and regulatory activity relating to financial services has increased substantially in recent years, and the level of enforcement actions and investigations by federal, state and provincial regulators may increase correspondingly. Legislative, regulatory and enforcement activity at the federal level may contribute to heightened activity at the state and provincial level. If we or our sales representatives become subject to new requirements or regulations, it could result in increased litigation, regulatory risks, changes to our business model, a decrease in the number of our securities-licensed representatives or a reduction in the products we offer to our clients or the profits we earn, which could have a material adverse effect on our business, financial condition and results of operations. Regulators could adopt laws or interpret existing laws in a way that would require retroactive changes to our business, accounting practices, or redundant reserve financing structures. Any such retroactive changes could have a material adverse effect on our business, financial condition and results of operations. 48 Freedom Lives Here ™ ITEM 1A. RISK FACTORS The inability of our subsidiaries to pay dividends or make distributions or other payments to us in sufficient amounts would impede our ability to meet our obligations and return capital to our stockholders. Operations of the Company are conducted by its subsidiaries. As such, Primerica, Inc. is a holding company that has no significant operations. Our primary asset is the capital stock of our subsidiaries and our primary liability is our Senior Notes. We rely primarily on dividends and other payments from our subsidiaries to meet our operating costs, other corporate expenses, Senior Note obligations, as well as to return capital to our stockholders. The ability of our subsidiaries to pay dividends to us depends on their earnings, covenants contained in existing and future financing or other agreements and on regulatory restrictions. The ability of our insurance subsidiaries to pay dividends will further depend on their statutory income and surplus. If the cash we receive from our subsidiaries pursuant to dividend payments and tax sharing arrangements is insufficient for us to fund our obligations or if a subsidiary is unable to pay dividends to us, we may be required to raise cash through the incurrence of debt, the issuance of equity or the sale of assets. However, given the historic volatility in the capital markets, there is no assurance that we would be able to raise cash by these means. The jurisdictions in which our insurance subsidiaries are domiciled impose certain restrictions on their ability to pay dividends to us. In the United States, these restrictions are based, in part, on the prior year’s statutory income and surplus. In general, dividends up to specified levels are considered ordinary and may be paid without prior approval. Dividends in larger amounts are subject to approval by the insurance commissioner of the state of domicile. In Canada, dividends can be paid, subject to the paying insurance company continuing to meet the regulatory requirements for capital adequacy and liquidity and upon 15 days’ minimum notice to OSFI. No assurance is given that more stringent restrictions will not be adopted from time to time by jurisdictions in which our insurance subsidiaries are domiciled, and such restrictions could have the effect, under certain circumstances, of significantly reducing dividends or other amounts payable to us by our subsidiaries without prior approval by regulatory authorities. In addition, in the future, we may become subject to debt covenants or other agreements that limit our ability to return capital to our stockholders. The ability of our insurance subsidiaries to pay dividends to us is also limited by our need to maintain the financial strength ratings assigned to us by the ratings agencies. If any of our subsidiaries were to become insolvent, liquidate or otherwise reorganize, we, as sole stockholder, will have no right to proceed against the assets of that subsidiary. Furthermore, with respect to our insurance subsidiaries, we, as sole stockholder, will have no right to cause the liquidation, bankruptcy or winding-up of the subsidiary under the applicable liquidation, bankruptcy or winding-up laws, although, in Canada, we could apply for permission to cause liquidation. The applicable insurance laws of the jurisdictions in which each of our insurance subsidiaries is domiciled would govern any proceedings relating to that subsidiary. The insurance authority of that jurisdiction would act as a liquidator or rehabilitator for the subsidiary. Both creditors of the subsidiary and policyholders (if an insurance subsidiary) would be entitled to payment in full from the subsidiary’s assets before we, as the sole stockholder, would be entitled to receive any distribution from the subsidiary. If the ability of our insurance or non-insurance subsidiaries to pay dividends or make other distributions or payments to us is materially restricted by regulatory requirements, bankruptcy or insolvency, or our need to maintain our financial strength ratings, or is limited due to operating results or other factors, it could materially adversely affect our ability to fund our obligations and return capital to our stockholders. Primerica 2017 Annual Report 49 ITEM 1A. RISK FACTORS A significant change in the competitive environment in which we operate could negatively affect our ability to maintain or increase our market share and profitability. We face competition in all of our business lines. Our competitors include financial services companies, banks, investment management firms, broker-dealers, insurance companies, insurance brokers and direct sales companies. In many of our product offerings, we face competition from competitors that may have greater market share or breadth of distribution, offer a broader range of products, services or features, assume a greater level of risk, have lower profitability expectations, have lower fee and expense ratios, have higher financial strength ratings or offer more robust digital tools and self-service capabilities than we do. More recently, significant capital has been invested in direct-to-consumer offerings, including wealth management, retirement and life insurance products. In addition, regulatory changes and competitive factors are leading to innovations in product offerings. To the extent these entrants create a significant change in the competitive environment, our ability to maintain or increase our market share and profitability could be materially adversely affected. The loss of key employees and sales force leaders could negatively affect our financial results and impair our ability to implement our business strategy. Our success substantially depends on our ability to attract and retain key members of our senior management team. The efforts, personality and leadership of our senior management team have been, and will continue to be, critical to our success. The loss of service of our senior management team due to disability, death, retirement or some other cause could reduce our ability to successfully motivate our sales representatives, or implement our business plan which could have a material adverse effect on our business, financial condition and results of operations. Although our senior executive officers have entered into employment agreements with us, there is no assurance that they will complete the term of their employment agreements or that they or the Company will renew them upon expiration. In addition, the loss of key RVPs for any reason could negatively affect our financial results, impair our ability to attract new sales representatives and hinder future growth. We may be materially adversely affected by currency fluctuations in the United States dollar versus the Canadian dollar. The Canadian dollar is the functional currency for our Canadian subsidiaries and our financial results, reported in U.S. dollars, are affected by changes in the currency exchange rate. The assets, liabilities, revenues, and expenses of our Canadian subsidiaries are generally all denominated in Canadian dollars. However, the Canadian dollar financial statements of our Canadian subsidiaries are translated into U.S. dollars in our consolidated financial statements. Therefore, significant exchange rate fluctuations between the U.S. dollar and the Canadian dollar could have a material adverse effect on our financial condition and results of operations. A weaker Canadian dollar relative to the U.S. dollar would result in lower levels of reported revenues, expenses, net income, assets, liabilities and accumulated other comprehensive income as translated in our U.S. dollar reporting currency financial statements. In addition, our net investment in our Canadian subsidiaries is significantly affected by fluctuations in the exchange rate between the U.S. dollar and the Canadian dollar. The market price of our common stock may fluctuate. The stock market in general, and the market for companies in the financial services industry in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Also, broad market and industry factors may negatively 50 Freedom Lives Here ™ ITEM 1A. RISK FACTORS affect the market price of our common stock, regardless of our actual operating performance. Our stock could be subject to wide fluctuations in price in response to various factors, many of which are beyond our control, that include the following: • fluctuations in stock market prices and trading volumes of similar companies, and general market conditions and overall fluctuations in U.S. equity markets; • low trading volume and short interest positions in our common stock; • our ability to meet or exceed our own forecasts or expectations of analysts or investors; • changes in our securities analysts’ estimates of our future financial performance; • variations in our quarterly operating results; • changes, or the expectation of changes in federal and state law, policy and regulation, or changes in the ways that laws and regulations are interpreted and applied; • the initiation, pendency or outcome of litigation, regulatory reviews and investigations, and any adverse publicity related thereto; • actions by the New York Stock Exchange (“NYSE”), or uncertainty related to possible actions by the NYSE, related to the continued listing of our common stock; • negative media reports with respect to us and/or our industry; • the loss of key personnel; • general economic conditions; and • other risks and uncertainties described in these risk factors. ITEM 1B. UNRESOLVED STAFF COMMENTS. Not applicable. Primerica 2017 Annual Report 51 ITEM 2. PROPERTIES. ITEM 2. PROPERTIES. We lease all of our office, warehouse, printing, and distribution properties. Our executive and home office operations for substantially all of our domestic U.S. operations (except New York) are located in Duluth, Georgia, in a build-to-suit facility completed in 2013. The initial lease term for the facility is 15 years. We also lease continuation of business, print/ distribution, and warehouse space in or around Duluth, Georgia, under leases expiring in February 2020, June 2028 and June 2023, respectively. NBLIC subleases general office space in Long Island City, New York, under a sublease expiring in March 2020. In Canada, we lease general office space in Mississauga, Ontario, under a lease expiring in October 2030 and warehouse and printing operation space in Mississauga, Ontario, under a separate lease also expiring in October 2018. Each of these leased properties is used by both of our operating segments, with the exception of our NBLIC office space, which is not used by our Investment and Savings Products segment. We believe that our existing facilities in the U.S. and Canada are adequate for our current requirements and for our operations in the foreseeable future. For additional details on our operating leases, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Contractual Obligations.” ITEM 3. LEGAL PROCEEDINGS. We are involved from time to time in legal disputes, regulatory inquiries and arbitration proceedings in the normal course of business. Additional information regarding certain legal proceedings to which we are a party is described under “Contingent Liabilities” in Note 16 (Commitments and Contingent Liabilities) to our consolidated financial statements included elsewhere in this report, and such information is incorporated herein by reference. As of the date of this report, we do not believe any pending legal proceeding to which Primerica or any of its subsidiaries is a party is required to be disclosed pursuant to this item. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. ITEM X. EXECUTIVE OFFICERS AND CERTAIN SIGNIFICANT EMPLOYEES OF THE REGISTRANT Our executive officers are elected or appointed by our Board of Directors. The name, age at February 26, 2018, and position of each of our executive officers and certain significant employees are presented below. These officers comprise our senior management team. Name Age Position Glenn J. Williams 58 Chief Executive Officer Peter W. Schneider 61 President Alison S. Rand 50 Executive Vice President and Chief Financial Officer Gregory C. Pitts 55 Executive Vice President and Chief Operating Officer William A. Kelly 62 President of PFS Investments John A. Adams 59 Chief Executive Officer, Primerica Life Insurance Company of Canada Michael C. Adams 61 Executive Vice President and Chief Business Technology Officer Chess E. Britt 61 Executive Vice President and Chief Marketing Officer Jeffrey S. Fendler 61 Executive Vice President and Chief Compliance and Risk Officer Alexis P. Ginn 70 Executive Vice President and General Counsel Robert H. Peterman, Jr. 52 President, Primerica Distribution 52 Freedom Lives Here ™ ITEM X. EXECUTIVE OFFICERS AND CERTAIN SIGNIFICANT EMPLOYEES OF THE REGISTRANT Set forth below is biographical information concerning our executive officers. Glenn J. Williams has served as Chief Executive Officer since April 2015. He served as President from 2005 to April 2015, as Executive Vice President from 2000 to 2005, and in various capacities at the Company since 1981. Mr. Williams earned his B.S. in education from Baptist University of America in 1981. Peter W. Schneider has served as President since April 2015. He served as Executive Vice President, General Counsel, and Chief Administrative Officer from 2000 to April 2015 and as Corporate Secretary from 2000 through January 2014. He worked at the law firm of Rogers & Hardin LLP as a partner from 1988 to 2000. Mr. Schneider earned both his B.S. in political science and industrial relations in 1978 and his J.D. in 1981 from the University of North Carolina at Chapel Hill. He serves on the boards of directors of the Securities Industry and Financial Markets Association (SIFMA), the Northwest YMCA, the Carolina Center for Jewish Studies, and the Anti-Defamation League Southeast Region. Alison S. Rand has served as Executive Vice President and Chief Financial Officer since 2000 and in various capacities at the Company since 1995. Prior to 1995, Ms. Rand worked in the audit department of KPMG LLP. Ms. Rand earned her B.S. in accounting from the University of Florida in 1990 and is a certified public accountant. She is a board member of Cool Girls, Inc., Junior Achievement of Georgia and the University of Florida National Foundation. She also serves on the Terry College of Business Executive Education CFO Roundtable Advisory Board. Gregory C. Pitts has served as Executive Vice President and Chief Operating Officer since December 2009, as Executive Vice President since 1995 with responsibilities within the Term Life Insurance and Investment and Savings Products segments and information technology division and in various capacities at the Company since 1985. Mr. Pitts earned his B.S.B.A. in general business from the University of Arkansas in 1985. He serves on the Boy Scouts of America Atlanta Area Council. William A. Kelly has served as President of PFS Investments since 2005 and in various capacities at the Company since 1985. Mr. Kelly graduated from the University of Georgia in 1979 with a B.B.A. in accounting. Set forth below is biographical information concerning certain significant employees. John A. Adams has served as the Chief Executive Officer of Primerica Life Insurance Company of Canada (“Primerica Life Canada”) since 2003. He previously served Primerica Life Canada as Chief Financial Officer and before that as Vice President of Finance. Before joining Primerica, Mr. Adams served as the Director of Finance of a major Canadian university and Treasurer of an insurance group of companies. He began his career in 1980 with KPMG LLP. He graduated from Trinity College at the University of Toronto in 1980 with a Bachelor of Commerce, and is a Chartered Accountant and Chartered Professional Accountant. John has provided industry leadership as a board member of the Investment Funds Institute of Canada (the mutual fund industry association) since 2005, and has just completed a two-year term as its Board Chairman. He is also a board member of the Federation of Mutual Fund Dealers. Michael C. Adams has served as Chief Business Technology Officer since April 2010, as Executive Vice President responsible for business technology since 1998 and in various capacities at the Company since 1980. Mr. Adams earned his B.A. in business and economics from Hendrix College in 1978. Chess E. Britt has served as Chief Marketing Officer since April 2010, as Executive Vice President responsible for marketing administration and field communication since 1995 and in various capacities at the Company since 1982. Mr. Britt earned his B.A. in business administration from the University of Georgia in 1978. He serves on the board of directors of the Gwinnett Chamber of Commerce. Jeffrey S. Fendler has served as Executive Vice President and Chief Compliance and Risk Officer Primerica 2017 Annual Report 53 ITEM X. EXECUTIVE OFFICERS AND CERTAIN SIGNIFICANT EMPLOYEES OF THE REGISTRANT of the Company since February 2014. He served as President of Primerica Life from 2005 through January 2014 and in various capacities at the Company since 1980. Mr. Fendler received a B.A. in economics from Tulane University. Alexis P. Ginn has served as our Executive Vice President and General Counsel since May 2015 and as Executive Vice President and Deputy General Counsel from July 1998 to May 2015. She has served in various legal capacities with Primerica since 1991. Ms. Ginn began her career as a trial attorney in the Civil Division of the Department of Justice. She received her B.S. with honors from Tufts University and her J.D. from George Washington University Law School where she was on the law review and a member of the Order of the Coif. Robert H. Peterman, Jr.has served since December 2013 as President of Primerica Distribution, where he is responsible for recruiting, licensing, licensing education, field compensation, field equity, and decision support. In 2005, he became Executive Vice President and was given responsibility for the Company’s Grow the Sales Force initiative. He has also been responsible for Primerica’s New York life insurance company since December 2013, serving as Chief Executive Officer since January 2017. Mr. Peterman joined the Company in October 1984 and has served in many varying roles throughout the business. 54 Freedom Lives Here ™ PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Quarterly Common Stock Prices and Dividends The common stock of Primerica, Inc. (“Primerica”, “we”, “us” or the “Parent Company”) is listed for trading on the New York Stock Exchange (“NYSE”) under the symbol “PRI.” The quarterly high and low sales prices for our common stock as reported on the NYSE and the dividends paid per quarter for the periods indicated were as follows: High Low Dividend 2017 4th quarter $106.40 $81.40 $0.20 3rd quarter 84.90 71.60 0.20 2nd quarter 86.45 70.00 0.19 1st quarter 84.15 69.00 0.19 2016 4th quarter $ 73.05 $52.75 $0.18 3rd quarter 59.34 49.69 0.18 2nd quarter 58.81 42.74 0.17 1st quarter 46.86 37.09 0.17 Dividends We paid quarterly dividends to our stockholders totaling approximately $35.8 million and $33.4 million in 2017 and 2016, respectively. As of January 31, 2018, we had 100 holders of record of our common stock. In the first quarter of 2018, we declared a quarterly dividend to stockholders of $0.25 per share. We currently expect to continue to pay quarterly cash dividends to holders of our common stock. Our payment of cash dividends is at the discretion of our Board of Directors in accordance with applicable law after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for growth. Under Delaware law, we can only pay dividends either out of surplus or out of the current or the immediately preceding year’s earnings. Therefore, no assurance is given that we will continue to pay any dividends to our common stockholders, or as to the amount of any such dividends. We are a holding company and have no operations. Our primary asset is the capital stock of our operating subsidiaries. The states in which our U.S. insurance company subsidiaries are domiciled impose certain restrictions on our insurance subsidiaries’ ability to pay dividends to us. Our Canadian subsidiary can pay dividends subject to meeting regulatory requirements for capital adequacy and liquidity with appropriate minimum notice to the Office of the Superintendent of Financial Institutions Canada. In addition, in the future, we may become subject to agreements that limit our ability to pay dividends. For more information regarding dividend restrictions on our insurance subsidiaries, see Note 15 (Statutory Accounting and Dividend Restrictions) to our consolidated financial statements included elsewhere in this report. Issuer Purchases of Equity Securities Depending on market conditions, shares of our common stock may be repurchased from time to time at prevailing market prices through open market or privately negotiated transactions. On November 17, 2016, our Board of Directors authorized a share repurchase program for up to $200.0 million of our outstanding common stock for purchases through June 30, 2018. We have repurchased $150.0 million of shares under this program through December 31, 2017. On February 6, 2018, our Board of Directors authorized a new share repurchase program for up to $275.0 million of our outstanding common stock (including $50.0 million remaining from the prior repurchase program) for purchases through June 30, 2019. The Parent Company has no obligation to repurchase any shares. Subject to applicable corporate securities laws, repurchases may be made at such times and in such amounts as Primerica 2017 Annual Report 55 ITEM 5. COMMON STOCK AND STOCKHOLDER MATTERS management deems appropriate. Repurchases under a publicly announced program can be discontinued at any time if management believes additional repurchases are not warranted. During the quarter ended December 31, 2017, we repurchased shares of our common stock as follows: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (1) October 1-31, 2017 202,956 $85.15 202,956 $50,000,630 November 1-30, 2017 — — —50,000,630 December 1-31, 2017 — — —50,000,630 Total 202,956 $85.15 202,956 $50,000,630 (1) In November 2016, our Board of Directors authorized $200.0 million of share repurchases through June 30, 2018. On February 6, 2018, our Board of Directors authorized a new share repurchase program for up to $275.0 million of our outstanding common stock (including $50.0 million remaining from the prior repurchase program) for purchases through June 30, 2019. For more information on our share repurchases, see Note 12 (Stockholders’ Equity) to our consolidated financial statements included elsewhere in this report. Securities Authorized for Issuance under Equity Compensation Plans We have two compensation plans under which our equity securities are authorized for issuance. The Primerica, Inc. Second Amended and Restated 2010 Omnibus Incentive Plan was approved by our stockholders in May 2017. The Primerica, Inc. Stock Purchase Plan for Agents and Employees was approved by our sole stockholder in March 2010. The following table sets forth certain information relating to these equity compensation plans at December 31, 2017. Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance Equity compensation plans approved by stockholders: Primerica, Inc. Second Amended and Restated 2010 Omnibus Incentive Plan 504,684 (1)$45.15(2)1,976,953(3) Primerica, Inc. Stock Purchase Plan for Agents and Employees — — 1,935,673 (4) Total 504,684 $45.15 3,912,626 Equity compensation plans not approved by stockholders n/a n/a n/a (1) Consists of 343,583 and 106,670 shares to be issued in connection with unvested restricted stock units and outstanding stock options, respectively. Also includes 54,431 of shares to be issued to certain executive officers in connection with outstanding performance stock units if the Company achieves the targeted level of performance specified in the award agreement over a three-year period. See Note 12 (Stockholders Equity) and Note 14 (Share-Based Transactions) to our consolidated financial statements included elsewhere in this report for more information on the equity awards outstanding. 56 Freedom Lives Here ™ ITEM 5. COMMON STOCK AND STOCKHOLDER MATTERS (2) Represents the weighted average exercise price of the 106,670 stock options outstanding. (3) The number of shares of our common stock available for future issuance is 12,200,000 less the cumulative number of awards granted under the plan plus the cumulative number of awards canceled under the plan. (4) Represents shares of our common stock, which have already been issued and are outstanding, available to be purchased by employees and agents under the plan. The number of outstanding shares available to be purchased is 2,500,000 less the cumulative number of outstanding shares purchased to date under the plan. Stock Performance Table (1) The following graph compares the performance of our common stock to the Standard & Poor’s (“S&P”) MidCap 400 Index and the S&P 500 Insurance Index by assuming $100 was invested in each investment option as of December 31, 2012 and the reinvestment of all dividends. The S&P MidCap 400 Index measures the performance of the United States middle market capitalization (“mid-cap”) equities sector. The S&P 500 Insurance Index is a capitalization- weighted index of domestic equities of insurance companies traded on the NYSE and NASDAQ. Our common stock is included in the S&P MidCap 400 index. Primerica, Inc.S&P MidCap 400S&P 500 Insurance $50 $100 $150 $200 $250 $400 $350 $300 12/31/201212/31/201312/31/201412/31/201712/31/201612/31/2015Index ValueTotal Return Performance Period Ended Index 12/31/2012 12/31/2013 12/31/2014 12/31/2015 12/31/2016 12/31/2017 Primerica, Inc. $100.00 $144.73 $184.90 $163.07 $241.89 $358.56 S&P 500 Insurance 100.00 146.71 158.87 162.57 191.14 222.09 S&P MidCap 400 100.00 133.50 146.54 143.35 173.08 201.19 (1) The stock performance table is not deemed “soliciting material” or subject to Section 18 of the Securities Exchange Act of 1934. Primerica 2017 Annual Report 57 ITEM 6. SELECTED FINANCIAL DATA ITEM 6. SELECTED FINANCIAL DATA. The selected financial data should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and accompanying notes included elsewhere in this report. Year ended December 31, 2017 2016 2015 2014 2013 (In thousands, except per-share amounts) Statements of income data Revenues: Direct premiums $ 2,562,109 $ 2,444,268 $ 2,345,444 $ 2,301,332 $ 2,265,191 Ceded premiums (1,600,771) (1,600,559) (1,595,220) (1,616,817) (1,644,158) Net premiums 961,338 843,709 750,224 684,515 621,033 Commissions and fees 591,317 541,686 537,146 527,166 471,803 Net investment income 79,017 79,025 76,509 86,473 88,752 Realized investment gains (losses), including other-than-temporary impairment losses 1,339 4,088 (1,738) (261) 6,246 Other, net 56,091 50,576 42,058 39,203 39,584 Total revenues 1,689,102 1,519,084 1,404,199 1,337,096 1,227,418 Benefits and expenses: Benefits and claims 416,019 367,655 339,315 311,417 279,931 Amortization of deferred policy acquisition costs 209,399 180,582 157,727 144,378 129,183 Sales commissions 297,988 272,815 274,893 268,775 232,237 Insurance expenses 147,280 132,348 123,030 113,871 103,748 Insurance commissions 21,108 17,783 16,340 15,353 16,530 Interest expense 28,488 28,691 33,507 34,570 35,018 Other operating expenses 189,300 181,615 168,406 173,010 185,765 Total benefits and expenses 1,309,582 1,181,489 1,113,218 1,061,374 982,412 Income from continuing operations before income taxes 379,520 337,595 290,981 275,722 245,006 Income taxes 29,265 118,181 101,110 95,888 86,305 Income from continuing operations 350,255 219,414 189,871 179,834 158,701 Income from discontinued operations, net of income taxes — — — 1,578 4,024 Net income $ 350,255 $ 219,414 $ 189,871 $ 181,412 $ 162,725 Basic earnings per share: Continuing operations $ 7.63 $ 4.59 $ 3.70 $ 3.26 $ 2.80 Discontinued operations — — — 0.03 0.07 Basic earnings per share $ 7.63 $ 4.59 $ 3.70 $ 3.29 $ 2.87 Diluted earnings per share: Continuing operations $ 7.61 $ 4.59 $ 3.70 $ 3.26 $ 2.76 Discontinued operations — — — 0.03 0.07 Diluted earnings per share $ 7.61 $ 4.59 $ 3.70 $ 3.29 $ 2.83 Dividends declared per share $ 0.78 $ 0.70 $ 0.64 $ 0.48 $ 0.44 58 Freedom Lives Here ™ ITEM 6. SELECTED FINANCIAL DATA December 31, 2017 2016 2015 2014 2013 (In thousands) Balance sheet data Investments (excluding the held-to- maturity security) $ 2,007,993 $ 1,875,631 $ 1,813,283 $ 1,848,316 $ 1,835,403 Cash and cash equivalents 279,962 211,976 152,294 191,997 148,983 Reinsurance recoverables 4,205,173 4,193,562 4,110,628 4,115,533 4,055,054 Deferred policy acquisition costs, net 1,951,892 1,713,065 1,500,259 1,351,180 1,208,466 Total assets 12,460,703 11,438,943 10,610,783 10,735,929 10,328,641 Future policy benefits 5,954,524 5,673,890 5,431,711 5,264,608 5,063,103 Notes payable 373,288 372,919 372,552 372,187 371,826 Total liabilities 11,041,602 10,217,569 9,465,011 9,490,803 9,106,613 Stockholders’ equity 1,419,101 1,221,374 1,145,772 1,245,126 1,222,027 Primerica 2017 Annual Report 59 ITEM 7. MD&A ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to inform the reader about matters affecting the financial condition and results of operations of Primerica, Inc. (the “Parent Company”) and its subsidiaries (collectively, “we,” “us” or the “Company”) for the three-year period ended December 31, 2017. As a result, the following discussion should be read in conjunction with the consolidated financial statements and accompanying notes that are included herein. This discussion contains forward-looking statements that constitute our plans, estimates and beliefs. These forward- looking statements involve numerous risks and uncertainties, including, but not limited to, those discussed in “Risk Factors”. Actual results may differ materially from those contained in any forward-looking statements. This MD&A is divided into the following sections: • Business Trends and Conditions • Factors Affecting Our Results • Critical Accounting Estimates • Results of Operations • Financial Condition • Liquidity and Capital Resources Business Trends and Conditions The relative strength and stability of financial markets and economies in the United States and Canada affect our growth and profitability. Our business is, and we expect will continue to be, influenced by a number of industry-wide and product-specific trends and conditions. Economic conditions, including unemployment levels and consumer confidence, influence investment and spending decisions by middle- income consumers, who are generally our primary clients. These conditions and factors also impact prospective recruits’ perceptions of the business opportunity that becoming a Primerica sales representative offers, which can drive or dampen recruiting. Consumer spending and borrowing levels affect how consumers evaluate their savings and debt management plans. In addition, interest rates and equity market returns impact consumer demand for the savings and investment products we distribute. Our customers’ perception of the strength of the capital markets may influence their decisions to invest in the investment and savings products we distribute. The financial and distribution results of our operations in Canada, as reported in U.S. dollars, are affected by changes in the currency exchange rate. As a result, changes in the Canadian dollar exchange rate may significantly affect the result of our business for all amounts translated and reported in U.S. dollars. The effects of these trends and conditions are discussed below and in the Results of Operations section. Size of our Independent Sales Force. Our ability to increase the size of our independent sales force is largely based on the success of our sales force’s recruiting efforts as well as training and motivating recruits to get licensed to sell life insurance. We believe that recruitment and licensing levels are important to sales force trends, and growth in recruiting and licensing is usually indicative of future growth in the overall size of the sales force. Recruiting changes do not always result in commensurate changes in the size of our licensed sales force because new recruits may obtain the requisite licenses at rates above or below historical levels. New recruits increased in 2017 to 303,867 from 262,732 in 2016 and 228,115 in 2015 primarily due to sustained growth in the size of our independent sales force, resulting in more agents available to actively recruit. In addition, the increase in recruits during 2017 included approximately 19,000 recruits from hurricane- affected areas whose Independent Business Application (“IBA”) fees were waived in the second half of 2017. 60 Freedom Lives Here ™ ITEM 7. MD&A The size of our life-licensed sales force increased to 126,121 sales representatives at December 31, 2017 from 116,827 at December 31, 2016 and 106,710 at December 31, 2015, primarily due to strong recruiting trends in recent periods and lower non-renewals during the year. The growth in the number of our life-licensed sales representatives as of December 31, 2017 was not significantly affected by the additional recruits from the hurricane-affected areas who received the IBA fee waivers. Term Life Insurance Product Sales and Face Amount In Force. The average number of life-licensed sales representatives and the number of term life insurance policies issued, as well as the average monthly rate of new policies issued per life- licensed sales representative (historically between 0.18 and 0.22), were as follows: Year ended December 31, 2017 2016 2015 Average number of life-licensed sales representatives 121,291 111,843 101,660 Number of new policies issued 312,799 298,244 260,059 Average monthly rate of new policies issued per life-licensed sales representative 0.21 0.22 0.21 The increase in new life insurance policies issued in 2017 from 2016 and in 2016 from 2015 reflected the positive impact of strong growth in the size of our life-licensed sales force in recent periods. Productivity, measured by the average monthly rate of new policies issued per life- licensed sales representative continues to be at the higher end of our historical range due to the positive sales momentum generated within our independent sales force. The changes in the face amount of our in-force book of term life insurance policies were as follows: Year ended December 31, 2017 %of beginning balance 2016 %of beginning balance 2015 %of beginning balance (Dollars in millions) Face amount in force, beginning of period $728,385 $693,194 $681,927 Net change in face amount: Issued face amount 95,635 13% 89,869 13% 79,111 12% Terminations (65,958) (9)% (57,238) (8)% (53,580) (8)% Foreign currency 5,769 1% 2,560 * (14,264) (2)% Net change in face amount 35,446 5% 35,191 5% 11,267 2% Face amount in force, end of period $763,831 $728,385 $693,194 * Less than 1%. The face amount of term life insurance policies in force increased 5% during 2017 as compared to 2016 primarily due to the positive impact of strong policy sales and the consistent level of terminations as a percentage of the beginning face amount in force, which allowed issued face amount to outpace policy terminations face amount. As a percentage of the beginning face amount in force, issued face amount as well as terminations remained relatively consistent with the prior year. The continued strengthening of the Canadian dollar spot rate relative to the U.S. dollar also favorably impacted the face amount in force during 2017. Our average issued face amount increased modestly in 2017 to approximately $244,800 compared to approximately $241,500 in 2016. Primerica 2017 Annual Report 61 ITEM 7. MD&A In 2016, the face amount of term life insurance policies in force increased compared with 2015 also as a result of higher policy sales and the consistent level of terminations as a percentage of the beginning face amount in force. Our average issued face amount in 2016 was consistent with the average issued face amount in 2015 of $241,700. Investment and Savings Product Sales, Asset Values and Accounts/Positions.Investment and savings products sales and average client asset values were as follows: Year ended December 31, 2017 vs. 2016 change 2016 vs. 2015 change 2017 2016 2015 $ % $ % (Dollars in millions) Product sales: Retail mutual funds $ 3,802 $ 3,279 $ 3,259 $ 523 16% $ 20 1% Annuities and other 1,670 1,813 2,004 (143) (8)% (191) (10)% Total sales-based revenue generating product sales 5,472 5,092 5,263 380 7% (171) (3)% Managed investments 428 212 247 216 102% (35) (14)% Segregated funds 292 290 347 2 1% (57) (16)% Total product sales $ 6,192 $ 5,594 $ 5,857 $ 598 11% $(263) (4)% Average client asset values: Retail mutual funds $35,174 $30,566 $30,429 $4,608 15% $ 137 * Annuities and other 17,002 14,880 14,258 2,122 14% 622 4% Managed investments 2,195 1,720 1,518 475 28% 202 13% Segregated funds 2,420 2,262 2,272 158 7% (10) * Total average client asset values $56,791 $49,428 $48,477 $7,363 15% $ 951 2% * Less than 1%. The rollforward of asset values in client accounts was as follows: Year ended December 31, 2017 %of beginning balance 2016 %of beginning balance 2015 %of beginning balance (Dollars in millions) Asset values, beginning of period $52,340 $47,354 $48,656 Net change in asset values: Inflows 6,192 12% 5,594 12% 5,857 12% Redemptions (5,147) (10)% (4,620) (10)% (4,843) (10)% Net inflows 1,045 2% 974 2% 1,014 2% Change in fair value, net 7,158 14% 3,758 8% (859) (2)% Foreign currency, net 624 1% 254 1% (1,457) (3)% Net change in asset values 8,827 17% 4,986 11% (1,302) (3)% Asset values, end of period $61,167 $52,340 $47,354 62 Freedom Lives Here ™ ITEM 7. MD&A Average number of fee-generating positions was as follows: Year ended December 31, 2017 vs. 2016 change 2016 vs. 2015 change 2017 2016 2015 Positions % Positions % (Positions in thousands) Average number of fee-generating positions(1): Recordkeeping and custodial 2,226 2,201 2,150 25 1% 51 2% Recordkeeping only 675 677 653 (2) * 24 4% Total average number of fee- generating positions 2,901 2,878 2,803 23 1% 75 3% (1) We receive recordkeeping fees by mutual fund positions. An individual client account may include multiple mutual fund positions. We may also receive fees earned for custodial services that we provide to clients with retirement plan accounts that hold positions in these mutual funds. * Less than 1%. Product sales.The increase in investment and savings product sales in 2017 from 2016 was largely attributed to the positive impact of market performance on consumer demand for U.S. retail mutual funds in recent periods as well as increased sales of managed investments reflecting the launch of the Primerica Advisors Lifetime Investment Platform product during the second quarter of 2017. These increases were partially offset by lower sales of variable annuity products, in line with the industry, as well as lower sales of fixed indexed annuity products reflecting strong prior year sales, lower demand for principal protection products by our clients in 2017, and a continued shift in larger size trades to managed accounts and retail mutual funds. In 2016, investment and savings product sales decreased from 2015 largely due to lower variable annuity sales, partially offset by positive sales in U.S. retail mutual fund and fixed indexed annuity sales. Our annuity sales activity in 2016 was consistent with an industry-wide shift from variable annuities to fixed indexed annuities while positive market performance in periods leading up to and including 2016 increased demand for U.S. retail mutual funds. Average client asset values.Average client asset values increased in 2017 from 2016 and in 2016 from 2015 primarily due to market appreciation in recent periods and continued net positive inflows. Rollforward of client asset values.Client asset values followed a multi-year growth trend during 2017 primarily due to strong market performance that continued in 2017 combined with the positive net inflows from product sales. Additionally, the strengthening of the Canadian dollar spot rate relative to the U.S. dollar also contributed to the increase in client asset values in 2017. The growth in client asset values in 2016 from 2015 was also driven by strong market performance and positive net inflows from product sales. The impact of the translated value of client assets in Canada due to the strengthening of the Canadian dollar relative to the U.S. dollar also contributed to the increase in client asset values in 2016 from 2015. Average number of fee-generating positions.The average number of fee- generating positions increased slightly in 2017 from 2016, while also increasing in 2016 from 2015, reflecting the layered effect of growth in new product sales outpacing redemptions for those mutual funds and managed accounts investments that are serviced on the Company’s recordkeeping and custodial services platform. Partially offsetting the growth in recordkeeping fee-generating positions in 2017 was the launch of the Lifetime Investment Platform, for which we do not earn recordkeeping fees, and the closing of the Freedom Portfolios product line to new investments, for which we do earn recordkeeping fees. Primerica 2017 Annual Report 63 ITEM 7. MD&A Regulatory changes on business trends.Regulatory changes can also impact our product sales. On April 8, 2016, the Department of Labor (“DOL”) published a final rule (“the DOL Fiduciary Rule”), which more broadly defines the circumstances under which a person or entity may be considered a fiduciary for purposes of the prohibited transaction rules of the Employee Retirement Income Security Act (“ERISA”) and the Internal Revenue Code (“IRC”) Section 4975. In connection with the DOL Fiduciary Rule, the DOL also issued new exemptions and amended several existing exemptions. On February 3, 2017, the President of the United States issued a memorandum directing the DOL to review the DOL Fiduciary Rule and the exemptions to determine whether they should be revised or rescinded. The DOL Fiduciary Rule and transitional exemptions became applicable on June 9, 2017, with the final exemptions scheduled to go into effect on July 1, 2019. The period from June 9, 2017 to July 1, 2019 is referred to as the “Transition Period.” The DOL has stated that it is conducting the mandated review and will make the determinations directed by the President’s memorandum during the Transition Period. Individual retirement accounts (“IRA”) and other qualified accounts are an important component of the investment and savings products we distribute. If the DOL Fiduciary Rule, including the final exemptions, were to become applicable without revisions, we believe that certain changes to our qualified plan business would be necessary in order for us to continue to help investors save for retirement. Because of the uncertain status of the DOL Fiduciary Rule or any SEC Rule, and because of the unsettled nature of the Transition Period, we have not determined the extent to which we would make necessitated compensation, product or other changes to our qualified plan business, nor whether we would make such changes consistent across our non- qualified business. As a result, we are currently unable to quantify the impact on our business, financial position or results of operations. During the year ended December 31, 2017, average client assets held in U.S. qualified retirement plans accounted for an estimated 59% of total average client account assets. During the year ended December 31, 2017, product sales of assets held in U.S. qualified retirement plans accounted for approximately 54% of total investment and savings product sales. Redomestication.Primerica Life Insurance Company (“Primerica Life”), our principal life insurance underwriting company, redomesticated from Massachusetts to Tennessee in 2017. As a Tennessee-domiciled life insurance company, Primerica Life will incur lower retaliatory premium taxes and representatives licensing fees than previously incurred as a Massachusetts-domiciled life insurance company. The impact of the reduction in these taxes and fees in 2017 is discussed in the “Results of Operations” section included elsewhere in MD&A. The redomestication of Primerica Life to Tennessee also allows Primerica Life to adopt the NAIC’s model regulation for determining statutory accounting reserves using a principle-based approach (“principle-based reserves” or “PBR”) effective January 1, 2018. For discussion regarding the impact of PBR on our consideration of future redundant reserve financing transactions, refer to the “Liquidity and Capital Resources” section included elsewhere in MD&A. U.S Tax Reform.On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”) was enacted in the United States. The Tax Reform Act includes a broad range of changes to federal tax legislation including changes to corporate and personal income tax rates, income tax deductions, and international tax provisions. The Tax Reform Act represents the most significant and fundamental changes to the U.S. tax code since 1986. We anticipate that the provisions of the Tax Reform Act may indirectly affect consumer demand for the Company’s product offerings. Reductions to corporate and personal income taxes may result in additional income for our clients, which could lead to higher long-term sales of our term life insurance and investment and savings products. To the extent the Tax Reform Act influences the fair value of equity securities, we are likely to see a similar effect on 64 Freedom Lives Here ™ ITEM 7. MD&A demand for our investment and savings products and the value of our clients’ assets. We are unable to quantify the impact on our future product sales due to the inherent uncertainty regarding the long-term economic impact of the Tax Reform Act. Factors Affecting Our Results Term Life Insurance Segment.Our Term Life Insurance segment results are primarily driven by sales volumes, the accuracy of our pricing assumptions, terms and use of reinsurance, and expenses. Sales and policies in force.Sales of term policies and the size and characteristics of our in-force book of policies are vital to our results over the long term. Premium revenue is recognized as it is earned over the term of the policy, and eligible acquisition expenses are deferred and amortized ratably with the level premiums of the underlying policies. However, because we incur significant cash outflows at or about the time policies are issued, including the payment of sales commissions and underwriting costs, changes in life insurance sales volume will have a more immediate effect on our cash flows. Historically, we have found that while sales volume of term life insurance products between fiscal periods may vary based on a variety of factors, the productivity of individual sales representatives generally remains within a relatively narrow range (i.e., an average monthly rate of new policies issued per life-licensed sales representative between 0.18 and 0.22), and, consequently, our sales volume over the longer term generally correlates to the size of our independent sales force. Pricing assumptions.Our pricing methodology is intended to provide us with appropriate profit margins for the risks we assume. We determine pricing classifications based on the coverage sought, such as the size and term of the policy, and certain policyholder attributes, such as age and health. In addition, we generally utilize unisex rates for our term life insurance policies. The pricing assumptions that underlie our rates are based upon our best estimates of mortality, persistency and interest rates at the time of issuance, sales force commission rates, issue and underwriting expenses, operating expenses and the characteristics of the insureds, including the distribution of sex, age, underwriting class, product and amount of coverage. Our results will be affected to the extent there is a variance between our pricing assumptions and actual experience. •Persistency. Persistency is a measure of how long our insurance policies stay in force. As a general matter, persistency that is lower than our pricing assumptions adversely affects our results over the long term because we lose the recurring revenue stream associated with the policies that lapse. Determining the near-term effects of changes in persistency is more complicated. When actual persistency is lower than our pricing assumptions, we must accelerate the amortization of deferred policy acquisition costs (“DAC”). The resultant increase in amortization expense is offset by a corresponding release of reserves associated with lapsed policies, which causes a reduction in benefits and claims expense. The future policy benefit reserves associated with any given policy will change over the term of such policy. As a general matter, future policy benefit reserves are lowest at the inception of a policy term and rise steadily to a peak before declining to zero at the expiration of the policy term. Accordingly, depending on when the lapse occurs in relation to the overall policy term, the reduction in benefits and claims expense may be greater or less than the increase in amortization expense, and, consequently, the effects on earnings for a given period could be positive or negative. Persistency levels will impact results to the extent actual experience deviates from the persistency assumptions that are locked-in at time of issue. •Mortality.Our profitability will fluctuate to the extent actual mortality rates differ from the assumptions that are locked-in at time of issue. We mitigate a significant portion of our mortality exposure through reinsurance. Primerica 2017 Annual Report 65 ITEM 7. MD&A •Interest Rates.We use an assumption for future interest rates that initially reflects the current low interest rate environment gradually increasing to a level consistent with historical experience. Both DAC and the future policy benefit reserve liability increase with the assumed interest rate. Since DAC is higher than the future policy benefit reserve liability in the early years of a policy, a lower assumed interest rate generally will result in lower profits. In the later years, when the future policy benefit reserve liability is higher than DAC, a lower assumed interest rate generally will result in higher profits. These assumed interest rates, which like other pricing assumptions are locked in at issue, impact the timing but not the aggregate amount of DAC and future policy benefit reserve changes. We allocate net investment income generated by the investment portfolio to the Term Life Insurance segment in an amount equal to the assumed net interest accreted to the segment’s U.S. generally accepted accounting principles (“U.S. GAAP”)- measured future policy benefit reserve liability less DAC. All remaining net investment income, and therefore the impact of actual interest rates, is attributed to the Corporate and Other Distributed Products segment. Reinsurance.We use reinsurance extensively, which has a significant effect on our results of operations. Since the mid-1990s, we have reinsured between 60% and 90% of the mortality risk on our U.S. term life insurance policies on a quota share yearly renewable term (“YRT”) basis. In Canada, historically, we utilized reinsurance arrangements similar to the U.S. in certain years and reinsured only face amounts above $500,000 in other years. Since the first quarter of 2012, we have utilized a YRT reinsurance arrangement in Canada similar to our U.S. program. YRT reinsurance permits us to set future mortality at contractual rates by policy class. To the extent actual mortality experience is more or less favorable than the contractual rate, the reinsurer will earn incremental profits or bear the incremental cost, as applicable. In contrast to coinsurance, which is intended to eliminate all risks (other than counterparty risk of the reinsurer) and rewards associated with a specified percentage of the block of policies subject to the reinsurance arrangement, the YRT reinsurance arrangements we enter into are intended only to reduce volatility associated with variances between estimated and actual mortality rates. In 2010, as part of our corporate reorganization and the initial public offering of our common stock, we entered into significant coinsurance transactions (the “IPO coinsurance transactions”) with entities then affiliated with Citigroup, Inc. (collectively, the “IPO coinsurers”) and ceded between 80% and 90% of the risks and rewards of our term life insurance policies that were in force at year-end 2009. Beginning in 2017, policies reaching the end of their initial level term period are no longer ceded under the IPO coinsurance transactions. We continue to administer all policies subject to these coinsurance agreements. The effect of our reinsurance arrangements on ceded premiums and benefits and expenses on our statement of income follows: •Ceded premiums.Ceded premiums are the premiums we pay to reinsurers. These amounts are deducted from the direct premiums we earn to calculate our net premium revenues. Similar to direct premium revenues, ceded coinsurance premiums remain level over the initial term of the insurance policy. Ceded YRT premiums increase over the period that the policy has been in force. Accordingly, ceded YRT premiums generally constitute an increasing percentage of direct premiums over the policy term. •Benefits and claims.Benefits and claims include incurred claim amounts and changes in future policy benefit reserves. Reinsurance reduces incurred claims in direct proportion to the percentage ceded. Coinsurance also reduces the change in future policy benefit reserves in direct proportion to the percentage ceded, while 66 Freedom Lives Here ™ ITEM 7. MD&A YRT reinsurance does not significantly impact the change in these reserves. •Amortization of DAC.DAC, and therefore amortization of DAC, is reduced on a pro- rata basis for the coinsured business, including the business reinsured with the IPO coinsurers. There is no impact on amortization of DAC associated with our YRT contracts. •Insurance expenses.Insurance expenses are reduced by the allowances received from coinsurance. There is no impact on insurance expenses associated with our YRT contracts. We may alter our reinsurance practices at any time due to the unavailability of YRT reinsurance at attractive rates or the availability of alternatives to reduce our risk exposure. We presently intend to continue ceding approximately 90% of our U.S. and Canadian mortality risk on new business. Expenses.Results are also affected by variances in client acquisition, maintenance and administration expense levels. Investment and Savings Products Segment.Our Investment and Savings Products segment results are primarily driven by sales, the value of assets in client accounts for which we earn ongoing management, marketing and support, and distribution fees, and the number of recordkeeping positions and custodial-fee- generating accounts we administer. Sales.We earn commissions and fees, such as dealer re-allowances, and marketing and support fees, based on sales of mutual fund products and annuities. Sales of investment and savings products are influenced by the overall demand for investment products in the United States and Canada, as well as by the size and productivity of our independent sales force. We generally experience seasonality in our Investment and Savings Products segment results due to our high concentration of sales of retirement account products. These accounts are typically funded in February through April, coincident with our clients’ tax return preparation season. While we believe the size of our independent sales force is a factor in driving sales volume in this segment, there are a number of other variables, such as economic and market conditions, which may have a significantly greater effect on sales volume in any given fiscal period. Asset values in client accounts.We earn marketing and support fees as well as distribution fees (trail commissions or, with respect to U.S. mutual funds, 12b-1 fees) on mutual fund and annuity assets in the United States and Canada. In the United States, we also earn investment advisory fees on assets in managed investments. In Canada, we earn management fees on certain mutual fund assets and on the segregated funds for which we serve as investment manager. Asset values are influenced by new product sales, ongoing contributions to existing accounts, redemptions and the change in market values in existing accounts. While we offer a wide variety of asset classes and investment styles, our clients’ accounts are primarily invested in equity funds. Positions.We earn recordkeeping fees for administrative functions we perform on behalf of several of our mutual fund providers. An individual client account may include multiple fund positions for which we earn recordkeeping fees. We may also receive fees earned for non- bank custodial services that we provide to clients with retirement plan accounts. Sales mix.While our investment and savings products all provide similar long-term economic returns to the Company, our results in a given fiscal period will be affected by changes in the overall mix of products within these categories. Examples of changes in the sales mix that influence our results include the following: • sales of annuity products in the United States will generate higher revenues in the period such sales occur than sales of other investment products that either generate lower upfront revenues or, in the case of managed investments and segregated funds, no upfront revenues; • sales of a higher proportion of managed investments and segregated funds products Primerica 2017 Annual Report 67 ITEM 7. MD&A will spread the revenues generated over time because we earn higher revenues based on assets under management for these accounts each period as opposed to earning upfront revenues based on product sales; and • sales of a higher proportion of mutual fund products sold will impact the timing and amount of revenue we earn given the marketing, support, recordkeeping and custodial services we provide for the various mutual fund products we distribute. Corporate and Other Distributed Products Segment.We earn revenues and pay commissions and referral fees within our Corporate and Other Distributed Products segment for various other insurance products, prepaid legal services and other financial products, all of which are originated by third parties. Our Corporate and Other Distributed Products segment also includes in-force policies from several discontinued lines of insurance underwritten by National Benefit Life Insurance Company (“NBLIC”). Corporate and Other Distributed Products segment net investment income reflects actual net investment income realized by the Company less the amount allocated to our Term Life Insurance segment based on the assumed net interest accreted to the segment’s U.S. GAAP- measured future policy benefit reserve liability less DAC. Actual net investment income reflected in the Corporate and Other Distributed Products segment is impacted by the size and performance of our invested asset portfolio, which can be influenced by interest rates, credit spreads, and the mix of invested assets. The Corporate and Other Distributed Products segment is also affected by corporate income and expenses not allocated to our other segments, general and administrative expenses (other than expenses that are allocated to our Term Life Insurance or Investment and Savings Products segments), interest expense on notes payable, redundant reserve financing transactions and our revolving credit facility, as well as realized gains and losses on our invested asset portfolio. Capital Structure.Our financial results are affected by our capital structure, which includes our senior unsecured notes (the “Senior Notes”) redundant reserve financing transactions, our revolving credit facility, and common stock. See Note 10 (Debt), Note 12 (Stockholders’ Equity) and Note 16 (Commitments and Contingent Liabilities) to our consolidated financial statements included elsewhere in this report for more information on changes in our capital structure. Foreign Currency.The Canadian dollar is the functional currency for our Canadian subsidiaries and our consolidated financial results, reported in U.S. dollars, are affected by changes in the currency exchange rate. As such, the translated amount of revenues, expenses, assets and liabilities attributable to our Canadian subsidiaries will be higher or lower in periods where the Canadian dollar appreciates or weakens relative to the U.S. dollar, respectively. The year-over-year increase in the year-end exchange rates used by the Company to translate our Canadian dollar functional currency assets and liabilities into U.S. dollars was 7% in 2017 from 2016 and 4% from 2016 to 2015. The year-over-year increase in the average exchange rates used by the Company to translate our Canadian dollar functional currency revenues and expenses into U.S. dollars was 2% in 2017 from 2016 and it decreased 4% in 2016 from 2015. See “Results of Operations” and “Financial Condition” and “Quantitative and Qualitative Disclosures About Market Risk – Canadian Currency Risk” and Note 3 (Segment and Geographical Information) to our consolidated financial statements included elsewhere in this report for more information on our Canadian subsidiaries and the impact of foreign currency on our financial results. Income Taxes.The profitability of the Company and its subsidiaries is affected by income taxes assessed by federal, state, and U.S. territorial jurisdictions in the U.S. and federal and provincial jurisdictions in Canada. Changes in tax legislation, such as the Tax Reform Act, will impact the measurement of our deferred tax 68 Freedom Lives Here ™ ITEM 7. MD&A assets and liabilities and the amount of income tax expense we incur in current and future periods. During the year ended December 31, 2017, the Company recognized the estimated transition effect of revaluing its deferred tax assets and liabilities and the inclusion of mandatory deemed repatriation of foreign earnings due to the enactment of the Tax Reform Act. The transition effect on the Company’s net income is described in the Results of Operations section included elsewhere in MD&A. The reduction of the federal corporate tax rate, effective January 1, 2018, will reduce the amount of federal income taxes incurred by the Company. Critical Accounting Estimates We prepare our financial statements in accordance with U.S. GAAP. These principles are established primarily by the Financial Accounting Standards Board. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions based on currently available information when recording transactions resulting from business operations. Our significant accounting policies are described in Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) to our consolidated financial statements included elsewhere in this report. The most significant items on our consolidated balance sheets are based on fair value determinations, accounting estimates and actuarial determinations, which are susceptible to changes in future periods and could affect our results of operations and financial position. The estimates that we deem to be most critical to an understanding of our results of operations and financial position are those related to DAC, future policy benefit reserves and corresponding amounts recoverable from reinsurers, income taxes, and the valuation of investments. The preparation and evaluation of these critical accounting estimates involve the use of various assumptions developed from management’s analyses and judgments. Subsequent experience or use of other assumptions could produce significantly different results. Deferred Policy Acquisition Costs.We defer incremental direct costs of successful contract acquisitions that result directly from and are essential to the contract transaction(s) and that would not have been incurred had the contract transaction(s) not occurred. These costs include commissions and policy issue expenses. Deferrable term life insurance policy acquisition costs are amortized over the initial premium- paying period of the related policies in proportion to premium income and include assumptions made by us regarding persistency, expenses, interest rates and claims, which are updated on new business to reflect recent experience. These assumptions may not be modified, or unlocked on in-force term life insurance business, unless recoverability testing deems estimated future cash flows to be inadequate. DAC is subject to recoverability testing annually and when circumstances indicate that recoverability is uncertain. In particular, the balance of DAC in our Term Life Insurance segment is susceptible to differences between estimated persistency assumptions and actual persistency experienced. If actual lapses are different from pricing assumptions for a particular period, the amount of DAC amortized for that period will be affected. For example, if actual annual lapses at each policy duration are 10% higher, the additional DAC balance as of December 31, 2017 that would be amortized is approximately $20 million. To further illustrate, if we expect 1,000 policies in the first policy duration to lapse, this sensitivity demonstration assumes that an additional 10%, or 1,100 in total, first duration policies actually lapse. We believe that a 10% higher annual lapse rate is a reasonably possible variation. Higher lapses in the early durations would have a greater effect on DAC amortization since the DAC balances are higher at the earlier durations. Due to the inherent uncertainties in making assumptions about future events, materially different experience from expected results in persistency could result in a material increase or decrease of DAC amortization in a particular period. Differences between actual and expected Primerica 2017 Annual Report 69 ITEM 7. MD&A persistency also impact the balance of future policy benefit reserves and reinsurance recoverables as discussed below. For additional information on DAC, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) and Note 7 (Deferred Policy Acquisition Costs) to our consolidated financial statements included elsewhere in this report. Future Policy Benefit Reserves and Reinsurance.Liabilities for future policy benefits on our term life insurance products have been computed using a net level method and include assumptions as to mortality, persistency, interest rates, and other assumptions based on our historical experience, modified as necessary for new business to reflect anticipated trends and to include provisions for possible adverse deviation. Reserves related to reinsured policies are accounted for using assumptions consistent with those used to determine the future policy benefit reserves and are included in Reinsurance recoverables in our consolidated balance sheets. Similar to the term life insurance DAC discussion above, we do not modify the assumptions used to establish future policy benefit reserves during the policy term unless recoverability testing deems them to be inadequate and there is no remaining DAC associated with the underlying policies. Our results depend significantly upon the extent to which our actual experience is consistent with the assumptions we used in determining our future policy benefit reserves. Our future policy benefit reserve assumptions and estimates require significant judgment and, therefore, are inherently uncertain. We cannot determine with precision the ultimate amounts that we will pay for actual claims or the timing of those payments. The net impact of differences between actual and expected persistency on future policy benefit reserves and reinsurance recoverables will partially offset the earnings impact recognized from DAC amortization noted above. In our Term Life Insurance segment, if actual annual lapses at each policy duration are 10% higher, the additional future policy benefit reserves that would be released is approximately $24 million, partially offset by the release of the corresponding recoverable from reinsurers asset of approximately $12 million using balances as of December 31, 2017. Higher lapses in later policy durations would have a greater effect on the release of future policy benefit reserves since the future policy benefit reserves are higher at the later durations. For additional information on future policy benefits and reinsurance, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) and Note 6 (Reinsurance) to our consolidated financial statements included elsewhere in this report. Income Taxes.We account for income taxes using the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to (i) temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and (ii) operating loss and tax credit carryforwards. Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not applicable to the periods in which we expect the temporary difference will reverse. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. For example, as of December 31, 2017, we measured our deferred tax assets and liabilities for temporary differences subject to U.S. federal income tax using the 21% statutory rate that becomes effective on January 1, 2018 as a result of the Tax Reform Act enacted on December 22, 2017. We recognize the effect on deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date and, therefore, we have recognized the impact from the previous 35% statutory rate to the updated 21% statutory rate through income during the year-ended December 31, 2017. In light of the multiple tax jurisdictions in which we operate, our tax returns are subject to 70 Freedom Lives Here ™ ITEM 7. MD&A routine audit by the Internal Revenue Service and other taxation authorities. These audits at times may produce alternative views regarding particular tax positions taken in the year(s) of review. As a result, the Company records uncertain tax positions, which require recognition at the time when it is deemed more likely than not that the position in question will be upheld. Although management believes that the judgment and estimates involved are reasonable and that the necessary provisions have been recorded, changes in circumstances or unexpected events could adversely affect our financial position, results of operations, and cash flows. For additional information on income taxes, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) and Note 11 (Income Taxes) to our consolidated financial statements included elsewhere in this report. Invested Assets.We hold primarily fixed- maturity securities, including bonds and redeemable preferred stocks, and equity securities, including common and non- redeemable preferred stock. We have classified these invested assets as available-for-sale, except for the securities of our U.S. broker- dealer subsidiary, which we have classified as trading securities. We also hold a credit- enhanced note, which we classified as a held-to- maturity security that was issued in exchange for a surplus note with an equal principal amount as part of a redundant reserve financing transaction. All of these securities are carried at fair value, except for the held-to-maturity security, which is carried at amortized cost. Unrealized gains and losses on available-for-sale securities, except for other-than-temporary impairments (“OTTI”) discussed below, are included as a separate component of other comprehensive income in our statements of comprehensive income. Beginning January 1, 2018, changes in unrealized gains and losses on available-for-sale equity securities will be recognized in net income due to the adoption of Accounting Standards Update No. 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). Changes in fair value of trading securities are included in net income in the accompanying consolidated statements of income in the period in which the change occurred. Fair value.Fair value is the price that would be received upon the sale of an asset in an orderly transaction between market participants at the measurement date. Fair value measurements are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. We classify and disclose all invested assets carried at fair value in one of the three fair value measurement categories prescribed by U.S. GAAP. As of each reporting period, we classify all invested assets in their entirety based on the lowest level of input that is significant to the fair value measurement. Significant levels of estimation and judgment are required to determine the fair value of certain of our investments. The factors influencing these estimations and judgments are subject to change in subsequent reporting periods. OTTI.The determination of whether a decline in fair value of available-for-sale securities below amortized cost is other-than-temporary is subjective. Furthermore, this determination can involve a variety of assumptions and estimates, particularly for invested assets that are not actively traded in established markets. We evaluate a number of quantitative and qualitative factors when determining the impairment status of individual securities, including issuer-specific risks as well as relevant macroeconomic risks. For available-for-sale securities in an unrealized loss position that we intend to sell or would more-likely-than-not be required to sell before the expected recovery of the amortized cost basis, we recognize an impairment charge for the difference between amortized cost and fair value as a realized investment loss in our statements of income. For available-for-sale fixed maturity securities in an unrealized loss Primerica 2017 Annual Report 71 ITEM 7. MD&A position for which we have no intent to sell and believe that it is not more-likely-than-not that we will be required to sell before the expected recovery of the amortized cost basis, only the amount related to the principal cash flows not expected to be received over the remaining term of the security, or the credit loss component, of the difference between cost and fair value is recognized as a realized investment loss in our statements of income, while the remainder is recognized in other comprehensive income in our statements of comprehensive income. OTTI analyses that we perform involve the use of estimates, assumptions, and subjectivity. If these factors or future events change, we could experience material OTTI in future periods, which could adversely affect our financial condition, results of operations and the size and quality of our invested assets portfolio. For additional information on our invested assets, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies), Note 4 (Investments) and Note 5 (Fair Value of Financial Instruments) to our consolidated financial statements included elsewhere in this report. Results of Operations Revenues.Our revenues consist of the following: •Net premiums.Reflects direct premiums payable by our policyholders on our in- force insurance policies, primarily term life insurance, net of reinsurance premiums that we pay to reinsurers. •Commissions and fees.Consists primarily of dealer re-allowances earned on the sales of investment and savings products, trail commissions and management fees based on the asset values of client accounts, marketing and support fees from product originators, custodial fees for services rendered in our capacity as nominee on client retirement accounts funded by mutual funds on our servicing platform, recordkeeping fees for mutual funds on our servicing platform and fees associated with the sale of other distributed products. •Net investment income. Represents income, net of investment-related expenses, generated by our invested asset portfolio, which consists primarily of interest income earned on fixed-maturity investments. Investment income recorded on our held- to-maturity invested asset and the offsetting interest expense recorded for our surplus note are included in net investment income. •Realized investment gains (losses), including OTTI. Primarily reflects the difference between amortized cost and amounts realized on the sale of invested assets, as well as OTTI charges. •Other, net. Reflects revenues generated primarily from the fees charged for access to Primerica Online (“POL”), our primary sales force support tool, as well as revenues from the sale of other miscellaneous items. Benefits and Expenses.Our operating expenses consist of the following: •Benefits and claims.Reflects the benefits and claims payable on insurance policies, as well as changes in our reserves for future policy claims and reserves for other benefits payable, net of reinsurance. •Amortization of DAC. Represents the amortization of capitalized costs directly associated with the sale of an insurance policy or segregated fund, including sales commissions, medical examination and other underwriting costs, and other eligible policy issuance costs. •Sales commissions. Represents commissions to our sales representatives in connection withthesaleofinvestmentandsavings products and products other than insurance products. •Insurance expenses. Reflects non-capitalized insurance expenses, including staff compensation, technology and communications, insurance sales force- 72 Freedom Lives Here ™ ITEM 7. MD&A related costs, printing, postage and distribution of insurance sales materials, outsourcing and professional fees, premium taxes, amortization of our definite-lived intangible asset and other corporate and administrative fees and expenses related to our insurance operations. Insurance expenses also include both indirect policy issuance costs and costs associated with unsuccessful efforts to acquire new policies. •Insurance commissions. Reflects sales commissions with respect to insurance products that are not eligible for deferral. •Interest expense. Reflects interest on our notes payable, any interest and the commitment fee on our revolving credit facility, the financing charges related to the letter of credit issued under the credit facility agreement with Deutsche Bank (the “Peach Re Credit Facility Agreement”), fees paid for the credit enhancement feature on our held-to-maturity invested asset, and a finance charge incurred pursuant to one of our coinsurance agreements with an IPO coinsurer. •Other operating expenses. Consists primarily of expenses that are unrelated to the distribution of insurance products, including staff compensation, technology and communications, various sales force- related costs, non-bank custodial and recordkeeping administrative costs, outsourcing and professional fees, amortization of our definite-lived intangible asset and other corporate and administrative fees and expenses. Insurance expenses and other operating expenses directly attributable to the Term Life Insurance and the Investment and Savings Products segments are recorded directly to the applicable segment. We allocate certain other revenue and operating expenses that are not directly attributable to a specific operating segment based on the relative sizes of our life- licensed and securities-licensed independent sales forces. These allocated items include fees charged for access to POL and costs incurred for field technology, supervision, training and certain other costs. We also allocate certain technology and occupancy costs to our operating segments based on estimated usage. Costs that are not directly charged or allocated to our two primary operating segments are included in our Corporate and Other Distributed Products segment. Primerica 2017 Annual Report 73 ITEM 7. MD&A Primerica, Inc. and Subsidiaries Results.Our results of operations for the years ended December 31, 2017, 2016, and 2015 were as follows: Year ended December 31, 2017 vs. 2016 change 2016 vs. 2015 change 2017 2016 2015 $ % $ % (Dollars in thousands) Revenues: Direct premiums $ 2,562,109 $ 2,444,268 $ 2,345,444 $117,841 5%$ 98,824 4% Ceded premiums (1,600,771) (1,600,559) (1,595,220) 212 * 5,339 * Net premiums 961,338 843,709 750,224 117,629 14% 93,485 12% Commissions and fees 591,317 541,686 537,146 49,631 9% 4,540 1% Investment income net of investment expenses 105,882 97,905 89,557 7,977 8% 8,348 9% Interest expense on surplus note (26,865) (18,880) (13,048) 7,985 42% 5,832 45% Net investment income 79,017 79,025 76,509 (8) * 2,516 3% Realized investment gains (losses), including other-than- temporary impairment losses 1,339 4,088 (1,738) (2,749) 67% 5,826 335% Other, net 56,091 50,576 42,058 5,515 11% 8,518 20% Total revenues 1,689,102 1,519,084 1,404,199 170,018 11% 114,885 8% Benefits and expenses: Benefits and claims 416,019 367,655 339,315 48,364 13% 28,340 8% Amortization of DAC 209,399 180,582 157,727 28,817 16% 22,855 14% Sales commissions 297,988 272,815 274,893 25,173 9% (2,078) (1)% Insurance expenses 147,280 132,348 123,030 14,932 11% 9,318 8% Insurance commissions 21,108 17,783 16,340 3,325 19% 1,443 9% Interest expense 28,488 28,691 33,507 (203) (1)% (4,816) (14)% Other operating expenses 189,300 181,615 168,406 7,685 4% 13,209 8% Total benefits and expenses 1,309,582 1,181,489 1,113,218 128,093 11% 68,271 6% Income before income taxes 379,520 337,595 290,981 41,925 12% 46,614 16% Income taxes 29,265 118,181 101,110 (88,916) (75)% 17,071 17% Net income $ 350,255 $ 219,414 $ 189,871 $130,841 60%$ 29,543 16% * Less than 1% Total revenues.Total revenues increased in 2017 from 2016 primarily due to the cumulative effect of incremental premiums on term life insurance policies that are not subject to the IPO coinsurance transactions, as well as higher direct premiums reflecting strong term life insurance policy sales in recent periods. Commissions and fees from our Investment and Savings Products segment increased in 2017 compared to 2016 largely as a result of growth in client asset values, reflecting strong market performance and positive net inflows. Net investment income in 2017 remained consistent with 2016, as the positive impact from a larger invested asset portfolio of approximately $5.6 million was mostly offset by 74 Freedom Lives Here ™ ITEM 7. MD&A the portfolio’s lower yield of approximately $2.9 million as well as the impact of approximately $2.2 million attributable to lower total return on the deposit asset backing the 10% coinsurance agreement that is subject to deposit method accounting. The continued multi-year trend of low interest rates has negatively affected our portfolio’s yield as debt securities issued in prior years at higher coupon rates mature and are replaced with newly-issued debt securities with lower yields. Interest expense on surplus note line item will fluctuate from period to period along with the principal amount of our surplus note (the “Surplus Note”) based on the balance of reserves being contractually supported under a redundant reserve financing transaction used by Vidalia Re, Inc. (“Vidalia Re”). Investment income earned on our held-to-maturity invested asset completely offsets the interest expense on Surplus Note line item, thereby eliminating any impact on net investment income. For more information on the Surplus Note, see Note 10 (Debt) and for additional information on the redundant reserve financing transaction used by Vidalia Re, see Note 4 (Investments) to our consolidated financial statements included elsewhere in this report. Other, net revenues increased during 2017 compared to 2016 largely due to the increase in fees collected for POL subscriptions, consistent with subscriber growth, as the size of our independent sales force has increased. The increase in these fees was accompanied by higher technology spending incurred primarily to support and enhance POL as noted below in the “Total benefits and expenses” section. During 2016, total revenues increased from 2015 primarily due to the same trend noted in 2017 that involved incremental premiums on term life insurance policies that are not subject to the IPO coinsurance transactions, as well as direct premiums growth from the increased number of new policies issued in recent periods. Commissions and fees generated from our Investment and Savings Products segment increased modestly in 2016 from 2015 as higher asset-based and account-based revenues were largely offset by lower sales-based revenues. Net investment income increased in 2016 from 2015 as increasing prices on fixed-income investments led to an approximately $4.7 million higher year- over-year total return on the deposit asset backing the 10% coinsurance agreement that is subject to deposit method accounting. This increase was partially offset by approximately $2.1 million of lower investment income due to lower yield on a slightly larger invested asset portfolio. Other, net revenues increased in 2016 from 2015 mostly due to the increase in fees collected for POL as a result of subscriber growth that coincided with growth in the size of our independent sales force. Similarly, the increase in these fees was accompanied by higher technology spending incurred primarily to support and enhance POL as noted below in the “Total benefits and expenses” section. Total benefits and expenses.Total benefits and expenses for 2017 increased in comparison to 2016 primarily due to growth in premium- related costs, which include benefits and claims and amortization of DAC. The increase in sales commissions was in line with the growth in commissions and fees revenue. Also contributing to the increase in total benefits and expenses in 2017 versus 2016 was higher insurance expenses and other operating expenses reflecting higher spending of approximately $8.7 million in technology-related costs primarily associated with POL, higher employee-related expenses of approximately $6.1 million, and higher growth- related expenses of approximately $5.4 million associated with our Investment and Savings Products and Term Life Insurance products. The increase in total benefits and expenses in 2016 from 2015 was also largely driven by growth in premium-related expenses. Insurance expenses and other operating expenses increased due to increased spending of approximately $10.4 million in technology- related costs associated primarily with POL, higher employee-related expenses of approximately $4.3 million, and costs related to preparing for the implementation of the DOL Fiduciary Rule of approximately $3.3 million. These increases were partially offset by the Primerica 2017 Annual Report 75 ITEM 7. MD&A decline in interest expense incurred on our 10% coinsurance agreement, which is discussed further in Note 6 (Reinsurance) to our consolidated financial statements included elsewhere in this report. Income taxes.Our effective income tax rate declined to 7.7% in 2017 from 35.0% in 2016. The largest factor driving the decline in the effective income tax rate was the recognition of the transition impact of the Tax Reform Act. In 2017, we recognized the impact from the reduction in the U.S. federal tax rate from 35% to 21% that is expected to be in effect when our net U.S. deferred tax liabilities reverse, which resulted in an income tax benefit of approximately $98.5 million or 26.0% of our 2017 income before income taxes. Partially offsetting the income tax benefit recognized for the transition impact of the Tax Reform Act is approximately $3.0 million of one-time income tax expense, or 0.8% of our 2017 income before income taxes, due to the inclusion of mandatory deemed repatriation of earnings attributable to our Canadian subsidiaries. After factoring in the transition impact of the Tax Reform Act, our effective income tax rate in 2017 was 2.1% lower than our effective income tax rate in 2016. This remaining year-over-year change in our effective tax rate was primarily attributable to the recognition of excess tax benefits of approximately $6.1 million resulting from the difference between the share price of our common stock on the grant date of equity awards and the date that the sales restrictions on these awards lapsed. This recognition resulted from the adoption of Accounting Standards Update No 2016-09 (“ASU 2016-09”) Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting, effective January 1, 2017. In 2016 and 2015, our effective tax rate was relatively consistent at 35.0%, and 34.7%, respectively. For additional information, see the discussions of results of operations by segment below. 76 Freedom Lives Here ™ ITEM 7. MD&A Term Life Insurance Segment.Our results for the Term Life Insurance segment for the years ended December 31, 2017, 2016, and 2015 were as follows: Year ended December 31, 2017 vs. 2016 change 2016 vs. 2015 change 2017 2016 2015 $ % $ % (Dollars in thousands) Revenues: Direct premiums $ 2,534,068 $ 2,413,340 $ 2,313,133 $120,728 5% $100,207 4% Ceded premiums (1,593,011) (1,591,133) (1,584,952) 1,878 * 6,181 * Net Premiums 941,057 822,207 728,181 118,850 14% 94,026 13% Allocated net investment income 9,931 7,634 5,987 2,297 30% 1,647 28% Other, net 41,236 36,541 29,790 4,695 13% 6,751 23% Total revenues 992,224 866,382 763,958 125,842 15% 102,424 13% Benefits and expenses: Benefits and claims 398,212 350,640 322,232 47,572 14% 28,408 9% Amortization of DAC 201,751 172,812 147,980 28,939 17% 24,832 17% Insurance expenses 139,876 125,268 116,290 14,608 12% 8,978 8% Insurance commissions 6,728 4,301 4,247 2,427 56% 54 1% Total benefits and expenses 746,567 653,021 590,749 93,546 14% 62,272 11% Income before income taxes $ 245,657 $ 213,361 $ 173,209 $ 32,296 15% $ 40,152 23% * Less than 1% Net premiums.Direct premiums grew in 2017 from 2016 primarily due to the increase in the number of new policies issued in recent periods and growth in the in-force book of business. The change in ceded premiums includes approximately $46.8 million in higher non-level YRT reinsurance ceded premiums as business not subject to the IPO coinsurance transactions ages, largely offset by approximately $44.9 million in lower coinsurance ceded premiums due to the run-off of business subject to the IPO coinsurance transactions. The continued impact from the increase in direct premiums combined with the minimal change in ceded premiums caused net premiums to grow at a higher rate than direct premiums. Additionally, net premiums increased as beginning in 2017, policies reaching the end of their initial level term period are no longer ceded under the IPO coinsurance transactions. Direct premiums in 2016 increased in comparison to 2015 largely due to the increase in the number of new policies issued in recent periods. The change in ceded premiums primarily includes approximately $54.6 million in higher non-level YRT reinsurance ceded premiums as business not subject to the IPO coinsurance transactions ages, partially offset by approximately $48.4 million in lower coinsurance ceded premiums due to the run-off of business subject to the IPO coinsurance transactions. The sustained impact of growth in direct premiums and the run-off of business subject to the IPO coinsurance transactions resulted in net premiums growing faster than direct premiums. Benefits and claims.Benefits and claims increased in 2017 from 2016 primarily due to the growth in net premiums. Actual life claims experience in the first half of 2017 negatively impacted benefits and claims by approximately $6 million. However, this impact from claims Primerica 2017 Annual Report 77 ITEM 7. MD&A experience was mostly offset by YRT rate reductions negotiated for 2014 and later issue years, which continues to dampen the growth in benefits and claims relative to the growth in net premiums. In comparing 2016 to 2015, the increase in benefits and claims was primarily driven by the growth in net premiums. However, benefits and claims increased at a slower rate than net premiums primarily due to disabled life premium waiver claims experience during 2016 being approximately $5 million lower than historical levels, YRT rate reductions negotiated for 2014 and later issue years. Death claims were relatively consistent with historical experience. Amortization of DAC.The amortization of DAC increased in 2017 from 2016 largely due to growth in net premiums. The increase in DAC amortization was higher than the increase in net premiums due to comparatively weaker early- duration persistency primarily during the first half of 2017. The increase in amortization of DAC in 2016 compared to 2015 was primarily driven by growth in net premiums. DAC amortization grew at a higher rate than net premiums reflecting weaker early-duration persistency than the prior year. Insurance expenses.The increase in insurance expenses in 2017 from 2016 was primarily due to higher spending of approximately $5.9 million in technology-related costs primarily associated with POL, higher employee-related expenses of approximately $3.7 million, and net higher growth-related expenses of approximately $2.8 million. These higher growth-related expenses from increased premiums is net of approximately $3.3 million of benefits reflecting lower retaliatory premium taxes and representative licensing fees we incurred due to changing the state of domicile of Primerica Life to Tennessee in December 2017. Insurance expenses in 2016 increased in comparison to 2015 largely due to higher spending of approximately $8.5 million in technology-related costs primarily associated with POL. Growth in net premiums also contributed to the year-over-year increase in insurance expenses of approximately $4.4 million. During 2015, we reallocated certain employee-related expenses from the Term Life Insurance segment to the Corporate and Other Distributed Products segment due to the change in the Company’s management structure that occurred in April 2015. The approximately $3.3 million full-year effect of the reallocated expenses, when combined with higher employee merit and headcount expenses in 2016 of approximately $2.3 million, resulted in a net decrease of approximately $1.0 million in the segment’s employee-related expenses in 2016 versus 2015. Furthermore, several miscellaneous cost saving items in 2016 that aggregated to approximately $3.0 million in lower insurance expenses affected the year-over-year change. Insurance commissions.Insurance commissions for 2017 increased in comparison to 2016 primarily due to higher non-deferred commissions on new business in 2017 and renewed policies that reached the end of their initial level term period in 2017 and are no longer ceded under the IPO coinsurance agreements. Insurance commissions in 2016 remained relatively consistent with 2015. 78 Freedom Lives Here ™ ITEM 7. MD&A Investment and Savings Products Segment.Our results of operations for the Investment and Savings Products segment for the years ended December 31, 2017, 2016, and 2015 were as follows: Year ended December 31, 2017 vs. 2016 change 2016 vs. 2015 change 2017 2016 2015 $ % $ % (Dollars in thousands) Revenues: Commissions and fees: Sales-based revenues $233,005 $227,320 $237,384 $ 5,685 3% $(10,064) (4)% Asset-based revenues 275,157 237,604 231,919 37,553 16% 5,685 2% Account-based revenues 55,030 50,861 44,497 4,169 8% 6,364 14% Other, net 9,555 8,836 7,536 719 8% 1,300 17% Total revenues 572,747 524,621 521,336 48,126 9% 3,285 1% Expenses: Amortization of DAC 6,168 6,148 7,952 20 * (1,804) (23)% Insurance commissions 12,505 11,456 9,841 1,049 9% 1,615 16% Sales commissions: Sales-based 166,061 160,674 167,883 5,387 3% (7,209) (4)% Asset-based 118,513 99,639 95,485 18,874 19% 4,154 4% Other operating expenses 106,664 102,348 94,092 4,316 4% 8,256 9% Total expenses 409,911 380,265 375,253 29,646 8% 5,012 1% Income before income taxes $162,836 $144,356 $146,083 $18,480 13% $ (1,727) (1)% * Less than 1% Commissions and fees.Commissions and fees increased in 2017 from 2016 primarily due to growth in asset-based revenues, reflecting higher average client asset values as a result of market appreciation and net positive inflows. Sales-based revenues also contributed to the increase in commissions and fees due to higher product sales during the first half of 2017 while being partially offset by the change in sales mix towards product offerings with lower sales- based commission rates. Account-based revenues increased due to a change in our account-based fee structure on U.S. qualified accounts since the prior year and a shift in mix among fund families on our recordkeeping platform, as well as an increase in the average number of positions and accounts for which we earn recordkeeping fees and custodial fees, respectively. The modest increase in commissions and fees in 2016 from 2015 was largely attributable to the decline in sales-based revenues, which was primarily driven by lower variable annuity sales. Asset-based revenues increased in 2016 compared to 2015 due to the increase in average client asset values. Account-based revenues also increased in 2016 compared to 2015 primarily due to an increase in our account-based fee structure on U.S. qualified accounts, which accounted for a year-over-year increase of approximately $4.1 million, as well as the increase in the average number of fee- generating positions in mutual funds and managed accounts investments that are serviced on the Company’s recordkeeping and custodial services platform. Primerica 2017 Annual Report 79 ITEM 7. MD&A Amortization of DAC.Amortization of DAC on our Canadian segregated funds product in 2017 remained consistent with 2016 while each year experienced favorable market performance of the underlying funds and redemptions experience that was better than the original assumptions. The redemption assumption was reduced in both years based on emerging product experience. In 2016, amortization of DAC on our Canadian segregated funds product was lower compared to 2015 largely due to the impact of favorable 2016 segregated funds market performance. Insurance commissions.The increase in insurance commissions in 2017 from 2016 was largely driven by growth in our Canadian segregated funds client assets. Insurance commissions increased in 2016 compared with 2015 largely due to a change in the trail commission rate earned by the sales force on our Canadian segregated funds during the second quarter of 2015. Sales commissions.The increase in sales-and asset-based commissions was relatively consistent with the growth in sales- and asset- based revenues, respectively. When considering that asset-based expenses for our Canadian segregated funds were reflected within insurance commissions and amortization of DAC, the increase in asset-based commissions was relatively consistent with the increase in asset- based revenues excluding Canadian segregated funds. The decline in sales-based commissions in 2016 from 2015 was in line with the decline in sales- based revenue. The increase in asset-based commissions slightly outpaced the increase in asset-based revenue primarily due to fluctuations in the product mix. Other operating expenses.Other operating expenses increased in 2017 from 2016 largely due to growth in expenses of approximately $2.4 million based on client assets, higher costs of approximately $1.8 million related to the launch of the new Primerica Advisors Lifetime Investments Platform during the second quarter of 2017, and technology spending of approximately $1.7 million for a new sales tool to support our agents’ distribution of products. These increases in other operating expenses were partially offset by approximately $1.4 million of lower costs related to the implementation of DOL Fiduciary Rule. The increase in other operating expenses in 2016 from 2015 was primarily due to $3.3 million of higher costs related to preparation for the DOL Fiduciary Rule. In addition, increased spending in technology-related expenses associated primarily with POL resulted in approximately $2.4 million of higher operating expenses in 2016. Also contributing to the growth in operating expenses in 2016 as compared with 2015 were higher employee- related costs of approximately $0.9 million. 80 Freedom Lives Here ™ ITEM 7. MD&A Corporate and Other Distributed Products Segment.Our results of operations for the Corporate and Other Distributed Products segment for the years ended December 31, 2017, 2016, and 2015 were as follows: Year ended December 31, 2017 vs. 2016 change 2016 vs. 2015 change 2017 2016 2015 $ % $ % (Dollars in thousands) Revenues: Direct premiums $ 28,041 $ 30,928 $ 32,311 $(2,887) (9)% $(1,383) (4)% Ceded premiums (7,760) (9,426) (10,268) (1,666) (18)% (842) (8)% Net Premiums 20,281 21,502 22,043 (1,221) (6)% (541) (2)% Commissions and fees 28,125 25,901 23,346 2,224 9% 2,555 11% Allocated investment income net of investment expenses 95,951 90,271 83,570 5,680 6% 6,701 8% Interest expense on surplus note (26,865) (18,880) (13,048) 7,985 42% 5,832 45% Allocated net investment income 69,086 71,391 70,522 (2,305) (3)% 869 1% Realized investment gains (losses), including other-than- temporary impairment losses 1,339 4,088 (1,738) (2,749) 67% 5,826 335% Other, net 5,300 5,199 4,732 101 2% 467 10% Total revenues 124,131 128,081 118,905 (3,950) (3)% 9,176 8% Benefits and expenses: Benefits and claims 17,807 17,015 17,083 792 5% (68) * Amortization of DAC 1,480 1,622 1,795 (142) (9)% (173) (10)% Insurance expenses 7,404 7,080 6,740 324 5% 340 5% Insurance commissions 1,875 2,026 2,252 (151) (7)% (226) (10)% Sales commissions 13,414 12,502 11,525 912 7% 977 8% Interest expense 28,488 28,691 33,507 (203) (1)% (4,816) (14)% Other operating expenses 82,636 79,267 74,314 3,369 4% 4,953 7% Total benefits and expenses 153,104 148,203 147,216 4,901 3% 987 1% Income before income taxes $ (28,973) $ (20,122) $ (28,311) $ 8,851 44% $(8,189) (29)% * Less than 1% Total revenues.The largest component of the decrease in total revenues in 2017 from 2016 was attributable to the decline in realized investment gains (losses), including OTTI as well as lower allocated investment income net of investment expenses. Realized investment gains (losses), including OTTI losses were lower in 2017 versus 2016 primarily due to gains recognized in the second quarter of 2016 from the sale certain securities pursuant to which the Company was able to reduce its exposure to specific issuers. Also contributing to the decreased in total revenues was the decline in net premiums due to the run-off of NBLIC’s discontinued lines of insurance. These decreases in total revenues were partially offset by the increase in commissions and fees due to the stronger sales of other fee-based distributed products. Primerica 2017 Annual Report 81 ITEM 7. MD&A Total revenues in 2016 increased in comparison to 2015 mostly due to the increase in realized investment gains (losses), including OTTI losses from the gains recognized in the second quarter of 2016 as well as a lower amount of impairments on certain investments in our invested asset portfolio. Also contributing to the increase in revenues in 2016 from 2015 was higher commissions and fees due to the sales growth in other fee-based distributed products. The continued run-off of NBLIC’s non-term life insurance block of business slightly offset the increase in total revenues in 2016 versus 2015. Total Benefits and Expenses.Total benefits and expenses increased in 2017 from 2016 primarily due to higher employee-related equity award expense and agent-related support costs from hurricane-affected areas in Puerto Rico and Texas. Total benefits and expenses increased in 2016 from 2015 primarily due to higher employee- related costs in other operating expenses of approximately $4.4 million, which includes the full-year effect of reallocated employee-related expenses of approximately $3.3 million between segments in the second quarter of 2015 as described earlier in the Term Life Insurance segment discussion. The increase was partially offset by the reduction in the interest expense incurred on our 10% coinsurance agreement. For more information on the interest expense incurred on our 10% coinsurance agreement, see Note 6 (Reinsurance) to our consolidated financial statements included elsewhere in this report. Financial Condition Investments.Our insurance business is primarily focused on selling term life insurance, which does not include an investment component for the policyholder. The invested asset portfolio funded by premiums from our term life insurance business does not involve the substantial asset accumulations and spread requirements that exist with other non-term life insurance products. As a result, the profitability of our term life insurance business is not as sensitive to the impact that interest rates have on our invested asset portfolio and investment income as the profitability of other companies that distribute non-term life insurance products. We follow a conservative investment strategy designed to emphasize the preservation of our invested assets and provide adequate liquidity for the prompt payment of claims. To meet business needs and mitigate risks, our investment guidelines provide restrictions on our portfolio’s composition, including limits on asset type, per issuer limits, credit quality limits, portfolio duration, limits on the amount of investments in approved countries and permissible security types. We also manage and monitor our allocation of investments to limit the accumulation of any disproportionate concentrations of risk among industry sectors or issuer countries outside of the U.S. and Canada. In addition, as of December 31, 2017, we did not hold any country of issuer concentrations outside of the U.S. or Canada that represented more than 5% of the fair value of our available- for-sale invested asset portfolio or any industry concentrations of corporate bonds that represented more than 10% of the fair value of our available-for-sale invested asset portfolio. We invest a portion of our portfolio in assets denominated in Canadian dollars to support our Canadian operations. Additionally, to ensure adequate liquidity for payment of claims, we take into account the maturity and duration of our invested asset portfolio and our general liability profile. We also hold within our invested asset portfolio a credit enhanced note (“LLC Note”) issued by a limited liability company owned by a third-party service provider which is classified as a held-to- maturity security. The LLC Note, which is scheduled to mature on December 31, 2030, was obtained in exchange for a surplus note of equal principal amount issued by Vidalia Re, a special purpose financial captive insurance company and wholly owned subsidiary of Primerica Life. For more information on the LLC Note, see Note 4 (Investments) to our consolidated financial statements included elsewhere in this report. 82 Freedom Lives Here ™ ITEM 7. MD&A We have an investment committee composed of members of our senior management team that is responsible for establishing and maintaining our investment guidelines and supervising our investment activity. Our investment committee regularly monitors our overall investment results and our compliance with our investment objectives and guidelines. We use a third-party investment advisor to assist us in the management of our investing activities. Our investment advisor reports to our investment committee. Our invested asset portfolio is subject to a variety of risks, including risks related to general economic conditions, market volatility, interest rate fluctuations, liquidity risk and credit and default risk. Investment guideline restrictions have been established to minimize the effect of these risks but may not always be effective due to factors beyond our control. Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. A significant increase in interest rates could result in significant losses, realized or unrealized, in the value of our invested asset portfolio. Additionally, with respect to some of our investments, we are subject to prepayment and, therefore, reinvestment risk. Details on asset mix (excluding our held-to-maturity security) were as follows: December 31, 2017 December 31, 2016 Fair value Cost or amortized cost Fair value Cost or amortized cost U.S. government and agencies 1% 1% 1% 1% Foreign government 6% 6% 6% 6% States and political subdivisions 3% 3% 2% 2% Corporates 61% 61% 65% 64% Mortgage- and asset-backed securities 15% 15% 14% 14% Equity securities 2% 1% 2% 2% Trading securities * * * * Cash and cash equivalents 12% 13% 10% 11% Total 100% 100% 100% 100% * Less than 1%. Primerica 2017 Annual Report 83 ITEM 7. MD&A The composition and duration of our portfolio will vary depending on several factors, including the yield curve and our opinion of the relative value among various asset classes. The year-end average rating, duration and book yield of our fixed-maturity portfolio (excluding our held-to-maturity security) were as follows: December 31, 2017 December 31, 2016 Average rating of our fixed-maturity portfolio A A- Average duration of our fixed-maturity portfolio 3.8 years 3.9 years Average book yield of our fixed-maturity portfolio 3.97% 4.21% Ratings for our investments in fixed-maturity securities are determined using Nationally Recognized Statistical Rating Organizations designations and/or equivalent ratings. The distribution of our investments in fixed-maturity securities (excluding our held-to-maturity security) by rating, including those classified as trading securities, were as follows: December 31, 2017 December 31, 2016 Amortized cost(1)% Amortized cost(1)% (Dollars in thousands) AAA $ 360,622 19% $ 295,873 17% AA 158,574 8% 161,594 9% A 417,047 22% 387,072 23% BBB 875,846 47% 798,156 46% Below investment grade 66,136 4% 93,533 5% Not rated 3,901 * 5,787 * Total $1,882,126 100% $1,742,015 100% (1) Includes trading securities at carrying value and available-for-sale securities at amortized cost. * Less than 1%. 84 Freedom Lives Here ™ ITEM 7. MD&A The ten largest holdings within our invested asset portfolio (excluding our held-to-maturity security) were as follows: December 31, 2017 Issuer Fair value Cost or amortized cost Unrealized gain (loss) Credit rating (Dollars in thousands) Government of Canada $ 21,179 $ 20,898 $ 281 AAA AT&T Inc. 13,450 12,470 980 BBB+ National Rural Utilities Cooperative 10,925 10,278 647 A Wells Fargo & Co. 10,757 10,148 609 A General Electric Co. 10,511 10,267 244 A Goldman Sachs Group Inc. 9,987 9,770 217 BBB+ Municipal Finance Authority of British Columbia 9,821 9,882 (61) AAA Province of Ontario Canada 9,467 9,124 343 A+ Province of Alberta Canada 9,257 9,142 115 A+ Enbridge Inc. 9,093 8,822 271 BBB+ Total — ten largest holdings $ 114,447 $ 110,801 $3,646 Total — fixed-maturity and equity securities $1,975,177 $1,914,829 Percent of total fixed-maturity and equity securities 6% 6% For additional information on our invested asset portfolio, see Note 4 (Investments) and Note 5 (Fair Value of Financial Instruments) to our consolidated financial statements included elsewhere in this report. Other Significant Assets and Liabilities.The balances of and changes in other significant assets and liabilities were as follows: December 31,Change 2017 2016 $ % (Dollars in thousands) Assets: Reinsurance recoverables $4,205,173 $4,193,562 $ 11,611 * Deferred policy acquisition costs, net 1,951,892 1,713,065 238,827 14% Liabilities: Future policy benefits $5,954,524 $5,673,890 $280,634 5% * Less than 1%. Reinsurance recoverables.Reinsurance recoverables reflects future policy benefit and claim reserves due from third-party reinsurers, including the IPO coinsurers. Such amounts are reported as reinsurance recoverables rather than offsetting future policy benefits. Reinsurance recoverables as of December 31, 2017 remained relatively consistent compared with December 31, 2016. Deferred policy acquisition costs, net.The increase in DAC was primarily a result of the cumulative impact of incremental commissions and expenses deferred as a result of new Primerica 2017 Annual Report 85 ITEM 7. MD&A business in 2017, which was not subject to the IPO coinsurance agreements. Future policy benefits. The increase in future policy benefits was primarily a result of the growth in our in-force book of business. For additional information, see the notes to our consolidated financial statements included elsewhere in this report. Liquidity and Capital Resources Dividends and other payments to the Parent Company from its subsidiaries are our principal sources of cash. The amount of dividends paid by the subsidiaries is dependent on their capital needs to fund future growth and applicable regulatory restrictions. The primary uses of funds by the Parent Company include the payments of stockholder dividends, interest on notes payable, general operating expenses, and income taxes, as well as repurchases of shares outstanding. During 2017, our life insurance underwriting companies declared and paid ordinary dividends of $160.9 million to the Parent Company. See Note 15 (Statutory Accounting and Dividend Restrictions) to our consolidated financial statements included elsewhere in this report for more information on insurance subsidiary dividends and statutory restrictions. In addition, our non-life insurance subsidiaries declared and paid dividends of approximately $96.0 million to the Parent Company in 2017. At December 31, 2017, the Parent Company had cash and invested assets of approximately $112.1 million. The Parent Company’s subsidiaries generate operating cash flows primarily from term life insurance premiums (net of premiums ceded to reinsurers), income from invested assets, commissions and fees collected from the distribution of investment and savings products as well as other financial products. The subsidiaries’ principal operating cash outflows include the payment of insurance claims and benefits (net of ceded claims recovered from reinsurers), commissions to our independent sales force, insurance and other operating expenses, interest expense for future policy benefit reserves financing transactions, and income taxes. The distribution and underwriting of term life insurance requires upfront cash outlays at the time the policy is issued as we pay a substantial majority of the sales commission during the first year following the sale of a policy and incur costs for underwriting activities at the inception of a policy’s term. During the early years of a policy’s term, we generally receive level term premiums in excess of claims paid. We invest the excess cash generated during earlier policy years in fixed-maturity and equity securities held in support of future policy benefit reserves. In later policy years, cash received from the maturity or sale of invested assets is used to pay claims in excess of level term premiums received. Historically, cash flows generated by our businesses, primarily from our existing block of term life policies and our investment and savings products, have provided us with sufficient liquidity to meet our operating requirements. We anticipate that cash flows from our businesses will continue to provide sufficient operating liquidity over the next 12 months. We do not expect after tax cash flows to change significantly as a result of the Tax Reform Act given that lower tax payments caused by the reduction of the U.S. federal corporate income tax rate to 21% effective January 1, 2018 will be largely offset by provisions in the Tax Reform Act that extend the time period for which we are able to realize tax deductions for deferred acquisition costs and policy reserves from our insurance businesses. We may seek to enhance our liquidity position or capital structure through borrowings from third-party sources, sales of debt or equity securities, reserve financings or some combination of these sources. Additionally, we believe that cash flows from our businesses and potential sources of funding will sufficiently support our long-term liquidity needs. 86 Freedom Lives Here ™ ITEM 7. MD&A Cash Flows.The components of the changes in cash and cash equivalents were as follows: Year ended December 31, 2017 2016 2015 (In thousands) Net cash provided by (used in) operating activities $ 388,524 $ 294,427 $ 264,251 Net cash provided by (used in) investing activities (128,281) (47,923) (58,465) Net cash provided by (used in) financing activities (193,461) (187,394) (240,430) Effect of foreign exchange rate changes on cash 1,204 572 (5,059) Change in cash and cash equivalents $ 67,986 $ 59,682 $ (39,703) Operating activities.The increase in cash flows from operating activities during 2017 versus 2016 was driven by higher cash receipts from the collection of premium revenues in excess of benefits and claims paid in our Term Life Insurance segment. Growth in direct premiums as well as the additional layering of net premiums from term life insurance policies not subject to the IPO coinsurance transactions has continued to generate positive incremental cash flows. The impact of growing net premiums, as discussed earlier in the “Results of Operations” section, contributed to positive incremental cash flows after payments are made for policy acquisition costs during the first year that policies are issued. In addition, the timing of receipts for reinsured claims as of year-end contributed to the increase in cash provided by operating activities in 2017 as compared with 2016. The increase in operating cash flows was partially offset by higher year-over-year payments for policy acquisition costs associated with the increase in issued term life insurance policies in 2017 as well as the timing impact of Canadian income tax remittances attributable to the 2016 tax year. The increase in operating cash flows in 2016 from 2015 was also driven by the impact of growth in net premiums in excess of benefits and claims paid in our Term Life Insurance segment as noted in 2017 versus 2016. In addition, the timing of remittances for monthly reinsurance premiums to reinsurers as well as the timing impact of when outstanding checks were paid from our bank disbursement accounts at year-end contributed to the increase in operating cash flows in 2016 as compared with 2015. Also contributing to the increase in operating cash flows in 2016 versus 2015 was lower cash income taxes in Canada relative to income tax expense incurred due to the timing of remittances to Canadian tax authorities. The year-over-year growth in new life insurance policies issued resulted in higher cash payments for DAC (net of income tax deductions) in 2016 as compared with 2015, which partially offset the year-over-year increase in operating cash flows. Investing activities.The largest item affecting the year-over-year increase in cash used in investing activities was the higher use of cash in 2017 to purchase investments in fixed-maturity securities compared with 2016 as the size of our investment portfolio continued to grow along with the growth of our in-force term life business. Additionally, in 2017 the Company had a lower level of fixed-maturity securities that matured and it sold fewer fixed-maturity securities versus the comparable period in 2016. The moderate decrease in cash used in investing activities in 2016 from 2015 was primarily driven by lower purchases of fixed-maturity securities as the Company accumulated a higher balance of short-term cash equivalent investments at the end of the year in pursuit of opportunities to reinvest in a rising interest rate environment. The decrease in cash used was partially offset by higher capital expenditures in 2016 for our information technology infrastructure. Financing activities.Cash used in financing activities during 2017 increased modestly compared to the same period in 2016 primarily due to higher tax withholdings on the vesting of employee equity awards as a result of the Primerica 2017 Annual Report 87 ITEM 7. MD&A increased market share price of our common stock. In addition, the per share increase in stockholder dividends declared by the Company in 2017 versus 2016 also contributed to the increase in cash used in financing activities. Net cash used in financing activities during 2016 decreased compared to 2015 as we repurchased an incremental $50 million of our common stock under our share repurchase programs in 2015 compared with 2016. Risk-Based Capital (“RBC”).The National Association of Insurance Commissioners (“NAIC”) has established RBC standards for U.S. life insurers, as well as a risk-based capital model act (the “RBC Model Act”) that has been adopted by the insurance regulatory authorities. The RBC Model Act requires that life insurers annually submit a report to state regulators regarding their RBC based upon four categories of risk: asset risk; insurance risk; interest rate risk and business risk. The capital requirement for each is determined by applying factors that vary based upon the degree of risk to various asset, premiums and policy benefit reserve items. The formula is an early warning tool to identify possible weakly capitalized companies for purposes of initiating further regulatory action. Although the recently enacted Tax Reform Act in the United States did not impact our calculated RBC ratio under current regulations, the NAIC could modify its regulations in the future to factor in the lower U.S. federal tax rate in the calculation. Such changes to the regulations would likely reduce our calculated RBC ratio; however, we do not believe it will detract from how we view our capital strength to support our policyholder liabilities. As of December 31, 2017, our U.S. life insurance subsidiaries had statutory capital and RBC substantially in excess of the applicable statutory requirements and remained well positioned to support existing operations and fund future growth. In Canada, an insurer’s minimum capital requirement is overseen by the Office of the Superintendent of Financial Institutions (“OSFI”) and determined as the sum of the capital requirements for five categories of risk: asset default risk; mortality/morbidity/lapse risks; changes in interest rate environment risk; segregated funds risk; and foreign exchange risk. As of December 31, 2017, Primerica Life Canada was in compliance with Canada’s minimum capital requirements as determined by OSFI. For more information regarding statutory capital requirements and dividend capacities of our insurance subsidiaries, see Note 15 (Statutory Accounting and Dividend Restrictions) to our consolidated financial statements included elsewhere in this report for more information. Redundant Reserve Financings.The Model Regulation entitled Valuation of Life Insurance Policies, commonly known as Regulation XXX, requires insurers to carry statutory policy benefit reserves for term life insurance policies with long-term premium guarantees which are often significantly in excess of the future policy benefit reserves that insurers deem necessary to satisfy claim obligations (“redundant policy benefit reserves”). Accordingly, many insurance companies have sought ways to reduce their capital needs by financing redundant policy benefit reserves through bank financing, reinsurance arrangements and other financing transactions. We have established Peach Re, Inc. (“Peach Re”) and Vidalia Re as special purpose financial captive insurance companies and wholly owned subsidiaries of Primerica Life. Primerica Life has ceded certain term life policies issued prior to 2011 to Peach Re as part of a Regulation XXX redundant reserve financing transaction (the “Peach Re Redundant Reserve Financing Transaction”) and has ceded certain term life policies issued in 2011 through 2016 to Vidalia Re as part of a Regulation XXX redundant reserve financing transaction (the “Vidalia Re Redundant Reserve Financing Transaction”). These redundant reserve financing transactions allow us to more efficiently manage and deploy our capital. The NAIC has adopted a model regulation for determining reserves using a principle-based approach (“principle-based reserves” or “PBR”), which is designed to reflect each insurer’s own experience in calculating reserves and move 88 Freedom Lives Here ™ ITEM 7. MD&A away from a standardized reserving formula. PLIC plans to adopt PBR on January 1, 2018 and NBLIC willadoptPBRwhenadoptedbythestate insurance department in New York. The new principle-based reserve regulation will significantly reduce the statutory policy benefit reserve requirements, but will only apply for business issued after the effective date. As a result, we expect that the adoption of PBR will significantly reduce the need to engage in future redundant reserve financing transactions for business issued after the effective date. See Note 4 (Investments), Note 10 (Debt) and Note 16 (Commitments and Contingent Liabilities) to our consolidated financial statements included elsewhere in this report for more information on these redundant reserve financing transactions. Notes Payable.The Company has $375.0 million of publicly-traded, Senior Notes outstanding issued at a price of 99.843% with an annual interest rate of 4.75%, payable semi- annually in arrears on January 15 and July 15. The Senior Notes mature July 15, 2022. We were in compliance with the covenants of the Senior Notes at December 31, 2017. No events of default occurred on the Senior Notes during the year ended December 31, 2017. Financial Ratings.As of December 31, 2017, the investment grade credit ratings for our Senior Notes were as follows: Agency Senior Notes rating Moody’s Baa2, positive outlook Standard & Poor’s A-, stable outlook A.M. Best Company a-, stable outlook As of December 31, 2017, Primerica Life’s financial strength ratings were as follows: Agency Financial strength rating Moody’s A2, positive outlook Standard & Poor’s AA-, stable outlook A.M. Best Company A+, stable outlook Securities Lending.We participate in securities lending transactions with brokers to increase investment income with minimal risk. See Note 4 (Investments) to our consolidated financial statements included elsewhere in this report for additional information. Short-Term Borrowings.We had no short- term borrowings as of or during the year ended December 31, 2017. Surplus Note.Vidalia Re issued a Surplus Note in exchange for the LLC Note as a part of the Vidalia Re Redundant Reserve Financing Transaction. The Surplus Note has a principal amount equal to the LLC Note and is scheduled to mature on December 31, 2030. For more information on the Surplus Note, see Note 10 (Debt) to our consolidated financial statements included elsewhere in this report. Off-Balance Sheet Arrangements.We have no transactions, agreements or other contractual arrangements to which an entity unconsolidated with the Company is a party, under which the Company maintains any off-balance sheet obligations or guarantees as of December 31, 2017. Credit Facility Agreement.On December 19, 2017, we entered into a new $200.0 million five- year unsecured revolving credit facility (“Revolving Credit Facility”) with a syndicate of commercial banks. Amounts outstanding under the Revolving Credit Facility bear interest at a periodic rate equal to LIBOR or the base rate, plus in either case an applicable margin. The Revolving Credit Facility also permits the issuance of letters of credit. The applicable margins are based on our debt rating with such margins for LIBOR rate loans and letters of credit ranging from 1.125% to 1.625% per annum and for base rate loans ranging from 0.125% to 0.625% per annum. Under the Revolving Credit Facility, we incur a commitment fee that is payable quarterly in arrears and is determined by our debt rating. This commitment fee ranges from 0.125% to 0.225% per annum of the aggregate $200 million commitment of the lenders under the Revolving Credit Facility. As of December 31, 2017, no amounts have been drawn under the Revolving Credit Facility and we were in compliance with its covenants. Furthermore, no events of default have occurred under the Revolving Credit Facility. Primerica 2017 Annual Report 89 ITEM 7. MD&A Contractual Obligations.Our contractual obligations, including payments due by period, were as follows: December 31, 2017 Total Liability Total Payments Less than 1 year 1-3 years 3-5 years More than 5 years (In millions) Future policy benefits $5,955 $21,311 $1,494 $2,816 $2,612 $14,389 Policy claims and other benefits payable 307 307 307 — — — Other policyholder funds 378 378 378 — — — Long-term debt principal 375 375 — — 375 — Interest obligations 8 175 28 57 55 35 Commissions 35 34 32 2 — — Purchase obligations 3 39 28 10 1 — Operating lease obligations — 72 7 14 13 38 Income tax payable 25 25 21 — 1 3 Other liabilities 406 394 354 38 — 2 Total contractual obligations $7,492 $23,110 $2,649 $2,937 $3,057 $14,467 Our liability for future policy benefits represents the present value of estimated future policy benefits to be paid, less the present value of estimated future net benefit premiums to be collected. Net benefit premiums represent the portion of gross premiums required to provide for all benefits and associated expenses. These benefit payments are contingent on policyholders continuing to renew their policies and make their premium payments. Our contractual obligations table discloses the impact of benefit payments that will be due assuming the underlying policy renewals and premium payments continue as expected in our actuarial models. The future policy benefit payments represented in the table are presented on an undiscounted basis, gross of any amounts recoverable through reinsurance agreements and gross of any premiums to be collected. We expect to fully fund the obligations for future policy benefits from cash flows from general account invested assets, claims reimbursed by reinsurers, and from future premiums. These estimations are based on mortality and lapse assumptions comparable with our historical experience. Due to the significance of the assumptions used, the amounts presented could materially differ from actual results. Policy claims and other benefits payable represents claims and benefits currently owed to policyholders. Other policyholders’ funds primarily represent claim payments left on deposit with us. Long-term debt principal relates to our Senior Notes. Interest obligations (reported within other liabilities in our consolidated balance sheets) reflect expected interest on our Senior Notes, the commitment fee on our Revolving Credit Facility, the financing charges related to an issued letter of credit, fees paid for the credit enhancement feature on the LLC Note, and a finance charge incurred pursuant to one of our coinsurance agreements as of December 31, 2017. We did not include the principal or interest on the Surplus Note in the table above as the payments due for these items are contractually offset by the principal and interest on the LLC Note as long as we hold the LLC Note. The Company asserts its positive intent and ability to hold the LLC Note until maturity. Commissions represent commissions that have been earned by our independent sales force but 90 Freedom Lives Here ™ ITEM 7. MD&A have not been paid as of December 31, 2017. We are only obligated to pay commissions as earned from sales of our products. The total liability amount is reported within other liabilities in our consolidated balance sheets. Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms. These obligations consist primarily of accounts payable and certain accrued liabilities, including committed funds related to meetings and conventions for our independent sales force, plus a variety of vendor commitments funding our ongoing business operations. The total liability amount is reported within other liabilities in our consolidated balance sheets. Our operating lease obligations primarily relate to office, warehouse, printing, and distribution properties. For additional information on leased properties, see “Item 2. Properties” included elsewhere in this report. Income tax payable represents income taxes owed at year-end and includes the estimated tax on mandatory deemed repatriated Canadian earnings stipulated by the Tax Reform Act. Other liabilities are obligations reported within the consolidated balance sheets and consist primarily of amounts due under reinsurance agreements and general accruals and payables. The total payments within the table differ from the amounts presented in our consolidated balance sheets due to the exclusion of amounts where a reasonable estimate of the period of settlement cannot be determined. For additional information concerning our commitments and contingencies, see Note 16 (Commitments and Contingent Liabilities) to our consolidated financial statements included elsewhere in this report. Primerica 2017 Annual Report 91 ITEM 7A. MARKET RISK ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Market risk is the risk of the loss of fair value resulting from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates. Market risk is directly influenced by the volatility and liquidity in the markets in which the related underlying financial instruments are traded. Sensitivity analysis measures the impact of hypothetical changes in interest rates, foreign exchange rates and other market rates or prices on the profitability of market-sensitive financial instruments. The following discussion about the potential effects of changes in interest rates and Canadian currency exchange rates is based on shock-tests, which model the effects of interest rate and Canadian exchange rate shifts on our financial condition and results of operations. Although we believe shock tests provide the most meaningful analysis permitted by the rules and regulations of the SEC, they are constrained by several factors, including the necessity to conduct the analysis based on a single point in time and by their inability to include the extraordinarily complex market reactions that normally would arise from the market shifts modeled. Although the following results of shock tests for changes in interest rates and Canadian currency exchange rates may have some limited use as benchmarks, they should not be viewed as forecasts. These disclosures also are selective in nature and address, in the case of interest rates, only the potential direct impact on our financial instruments and, in the case of Canadian currency exchange rates, the potential translation impact on net income from our Canadian subsidiaries. They do not include a variety of other potential factors that could affect our business as a result of these changes in interest rates and Canadian currency exchange rates. Interest Rate Risk.The fair value of the fixed- maturity securities (excluding the held-to- maturity security) in our invested asset portfolio as of December 31, 2017 and 2016 was approximately $1.9 billion and $1.8 billion, respectively. The primary market risk for this portion of our invested asset portfolio is interest rate risk. One means of assessing the exposure of our fixed-maturity securities portfolios to interest rate changes is a duration-based analysis that measures the potential changes in market value resulting from a hypothetical change in interest rates of 100 basis points across all maturities. This model is sometimes referred to as a parallel shift in the yield curve. Under this model, with all other factors constant and assuming no offsetting change in the value of our liabilities, we estimated that such an increase in interest rates would cause the fair value of our fixed-maturity securities portfolios to decline by approximately $67.0 million, or approximately 3%, based on our actual securities positions as of December 31, 2017. For comparative purposes, the same increase in rates would have caused the fair value of our fixed-maturity securities portfolios to decline by approximately $64.1 million, or approximately 4%, based on our actual securities positions as of December 31, 2016. If interest rates remain at or near historically low levels, we anticipate the average yield of our fixed-income investment portfolio, and therefore the investment income derived from it, would decrease as maturing fixed-income investments would be replaced with purchases of lower yielding investments. Canadian Currency Risk.We also have exposure to foreign currency exchange risk to the extent we conduct business in Canada. A strong Canadian dollar relative to the U.S. dollar results in higher levels of reported revenues, expenses, net income, assets, liabilities, and accumulated comprehensive income (loss) in our U.S. dollar financial statements, and a weaker Canadian dollar would have the opposite effect. Generally, our Canadian dollar-denominated assets are held in support of our Canadian dollar-denominated liabilities. For the year ended December 31, 2017, 16% of our revenues from operations, excluding realized investment gains, and 21% of income before income taxes were generated by our Canadian operations. For the year ended December 31, 2016, 16% of our revenues from operations, excluding realized 92 Freedom Lives Here ™ ITEM 7A. MARKET RISK investment gains, and 20% of income before income taxes were generated by our Canadian operations. One means of assessing exposure to changes in Canadian currency exchange rates is to model the effects on reported income using a sensitivity analysis. We analyzed our Canadian currency exposure for the year ended December 31, 2017. Net exposure was measured assuming a 10% decrease in Canadian currency exchange rates compared to the U.S. dollar. We estimated that such a decrease would decrease our income before income taxes for the year ended December 31, 2017 by approximately $8.0 million. Our investment in the net assets of our Canadian operations is also subject to Canadian currency risk. If we were to assume a 10% decrease in Canadian currency exchange rates compared to the U.S. dollar, the translated value of our net investment in our Canadian subsidiaries in U.S. dollars would decrease by approximately $28.4 million based on net assets as of December 31, 2017. For comparative purposes, a similar decrease in Canadian currency exchange rates compared to the U.S. dollar would have caused the translated value of our net investment in our Canadian subsidiaries in U.S. dollars to decline by approximately $24.3 million based on net assets as of December 31, 2016. Historically, we have not hedged this exposure, although we may elect to do so in future periods. The impact of translating the balance of net assets of our Canadian operations is recorded in our consolidated balance sheets within the accumulated other comprehensive income component of stockholders’ equity. Credit Risk.We extensively use reinsurance in the United States to diversify our insurance and underwriting risk and to manage our loss exposure to mortality risk. Reinsurance does not relieve us of our direct liability to our policyholders. Due to factors such as insolvency, adverse underwriting results or inadequate investment returns, our reinsurers may not be able to pay the amounts they owe us on a timely basis or at all. Further, reinsurers might refuse or fail to pay losses that we cede to them or might delay payment. To limit our exposure with any one reinsurer, we monitor the concentration of credit risk we have with our reinsurance counterparties, as well as their financial condition. We manage this reinsurer credit risk through analysis and monitoring of the credit- worthiness of each of our reinsurance partners to minimize collection issues. Also, for reinsurance contracts with unauthorized reinsurers, we require collateral such as letters of credit. For information on our reinsurance exposure and reinsurers, see Note 6 (Reinsurance) to our consolidated financial statements included elsewhere in this report. In connection with the Peach Re Credit Facility Agreement, the Company assumes credit risk associated with Deutsche Bank’s ability to make payment to us as fulfillment of its obligations under the letter of credit. Such a draw on the letter of credit would only be requested in the event that the assets held in support of the liabilities assumed by Peach Re were insufficient, which, based on actuarial analysis, is unlikely. Concurrent with the execution of the Regulation XXX redundant reserve financing transaction between Vidalia Re and Primerica Life, Vidalia Re entered into a Surplus Note Purchase Agreement (the “Surplus Note Purchase Agreement”) with Hannover Life Reassurance Company of America and certain of its affiliates (collectively, “Hannover Re”) and a newly formed limited liability company (the “LLC”) owned by a third-party service provider. Under the Surplus Note Purchase Agreement, Vidalia Re issued the Surplus Note to the LLC in exchange for the LLC Note of equal principal amount. The Company assumes credit risk associated with a credit enhancement feature provided by Hannover Re, which bears the obligation to absorb the LLC’s losses in the event of a Surplus Note default in exchange for a fee. For information on the Peach Re Credit Facility Agreement, see Note 16 (Commitments and Contingent Liabilities) and for information on the Surplus Note Purchase Agreement, see Note 4 (Investments) and Note 10 (Debt) to our consolidated financial statements included elsewhere in this report. Primerica 2017 Annual Report 93 ITEM 7A. MARKET RISK We also bear credit risk on our investment portfolio related to the uncertainty associated with the continued ability of an obligor to make timely payments of principal and interest. In an effort to meet business needs and mitigate credit and other portfolio risks, we established investment guidelines that provide restrictions on our portfolio’s composition, including limits on asset type, per issuer limits, credit quality limits, portfolio duration, limits on the amount of investments in approved countries and permissible security types. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition” for details on our investment portfolio, including investment strategy, asset mix, and credit ratings. 94 Freedom Lives Here ™ ITEM 8. FINANCIAL STATEMENTS ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Primerica, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Primerica, Inc. and subsidiaries (the “Company”) as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes and financial statement schedules I, II, III, and IV (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2018 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the Company’s auditor since 2007. /s/ KPMG LLP Atlanta, Georgia February 26, 2018 Primerica 2017 Annual Report 95 ITEM 8. FINANCIAL STATEMENTS PRIMERICA, INC. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2017 December 31, 2016 (In thousands) Assets: Investments: Fixed-maturity securities available-for-sale, at fair value (amortized cost: $1,877,326 in 2017 and $1,734,683 in 2016)$ 1,927,842 $ 1,792,438 Fixed-maturity securities held-to-maturity, at amortized cost (fair value: $779,472 in 2017 and $513,015 in 2016)737,150 503,230 Equity securities available-for-sale, at fair value (cost: $31,331 in 2017 and $36,818 in 2016) 41,107 44,894 Trading securities, at fair value (cost: $6,172 in 2017 and $7,382 in 2016) 6,228 7,383 Policy loans 32,816 30,916 Total investments 2,745,143 2,378,861 Cash and cash equivalents 279,962 211,976 Accrued investment income 16,665 16,520 Reinsurance recoverables 4,205,173 4,193,562 Deferred policy acquisition costs, net 1,951,892 1,713,065 Agent balances, due premiums and other receivables 229,522 210,448 Intangible assets, net 51,513 54,915 Deferred income taxes 48,614 37,369 Other assets 359,347 334,274 Separate account assets 2,572,872 2,287,953 Total assets $12,460,703 $11,438,943 Liabilities and Stockholders’ Equity: Liabilities: Future policy benefits $ 5,954,524 $ 5,673,890 Unearned premiums 486 527 Policy claims and other benefits payable 307,401 268,136 Other policyholders’ funds 377,998 363,038 Notes payable 373,288 372,919 Surplus note 736,381 502,491 Income tax payable 24,896 26,365 Deferred income taxes 152,572 198,641 Other liabilities 451,398 449,963 Payable under securities lending 89,786 73,646 Separate account liabilities 2,572,872 2,287,953 Commitments and contingent liabilities (see Commitments and Contingent Liabilities note) Total liabilities 11,041,602 10,217,569 Stockholders’ equity: Common stock ($0.01 par value; authorized 500,000 in 2017 and 2016; issued and outstanding 44,251 shares in 2017 and 45,721 shares in 2016) 443 457 Paid-in capital — 52,468 Retained earnings 1,375,090 1,138,851 Accumulated other comprehensive income (loss), net of income tax: Unrealized foreign currency translation gains (losses) 3,995 (13,193) Net unrealized investment gains (losses): Net unrealized investment gains not other-than-temporarily impaired 39,686 42,852 Net unrealized investment losses other-than-temporarily impaired (113) (61) Total stockholders’ equity 1,419,101 1,221,374 Total liabilities and stockholders’ equity $12,460,703 $11,438,943 See accompanying notes to consolidated financial statements. 96 Freedom Lives Here ™ ITEM 8. FINANCIAL STATEMENTS PRIMERICA, INC. AND SUBSIDIARIES Consolidated Statements of Income Year ended December 31, 2017 2016 2015 (In thousands, except per-share amounts) Revenues: Direct premiums $ 2,562,109 $ 2,444,268 $ 2,345,444 Ceded premiums (1,600,771) (1,600,559) (1,595,220) Net premiums 961,338 843,709 750,224 Commissions and fees 591,317 541,686 537,146 Investment income net of investment expenses 105,882 97,905 89,557 Interest expense on surplus note (26,865) (18,880) (13,048) Net investment income 79,017 79,025 76,509 Realized investment gains (losses), including other-than-temporary impairment losses 1,339 4,088 (1,738) Other, net 56,091 50,576 42,058 Total revenues 1,689,102 1,519,084 1,404,199 Benefits and expenses: Benefits and claims 416,019 367,655 339,315 Amortization of deferred policy acquisition costs 209,399 180,582 157,727 Sales commissions 297,988 272,815 274,893 Insurance expenses 147,280 132,348 123,030 Insurance commissions 21,108 17,783 16,340 Interest expense 28,488 28,691 33,507 Other operating expenses 189,300 181,615 168,406 Total benefits and expenses 1,309,582 1,181,489 1,113,218 Income before income taxes 379,520 337,595 290,981 Income taxes 29,265 118,181 101,110 Net income $ 350,255 $ 219,414 $ 189,871 Earnings per share: Basic earnings per share $ 7.63 $ 4.59 $ 3.70 Diluted earnings per share $ 7.61 $ 4.59 $ 3.70 Weighted-average shares used in computing earnings per share: Basic 45,598 47,411 50,881 Diluted 45,689 47,453 50,913 Supplemental disclosures: Total impairment losses $ (1,700) $ (3,420) $ (6,893) Impairment losses recognized in other comprehensive income before income taxes 147 — — Net impairment losses recognized in earnings (1,553) (3,420) (6,893) Other net realized investment gains 2,892 7,508 5,155 Realized investment gains (losses), including other-than-temporary impairment losses $ 1,339 $ 4,088 $ (1,738) Dividends declared per share $ 0.78 $ 0.70 $ 0.64 See accompanying notes to consolidated financial statements. Primerica 2017 Annual Report 97 ITEM 8. FINANCIAL STATEMENTS PRIMERICA, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income Year ended December 31, 2017 2016 2015 (In thousands) Net income $350,255 $219,414 $ 189,871 Other comprehensive income (loss) before income taxes: Unrealized investment gains (losses): Change in unrealized holding gains (losses) on investment securities (3,950) 20,500 (65,920) Reclassification adjustment for realized investment (gains) losses included in net income (1,589) (3,955) 1,596 Foreign currency translation adjustments: Change in unrealized foreign currency translation gains (losses) 17,383 6,689 (41,929) Total other comprehensive income (loss) before income taxes 11,844 23,234 (106,253) Income tax expense (benefit) related to items of other comprehensive income (loss) (2,126) 5,871 (22,961) Other comprehensive income (loss), net of income taxes 13,970 17,363 (83,292) Total comprehensive income $364,225 $236,777 $ 106,579 See accompanying notes to consolidated financial statements. 98 Freedom Lives Here ™ ITEM 8. FINANCIAL STATEMENTS PRIMERICA, INC. AND SUBSIDIARIES Consolidated Statements of Stockholders’ Equity Year ended December 31, 2017 2016 2015 (In thousands) Common stock: Balance, beginning of period $ 457 $ 483 $ 522 Repurchases of common stock (19) (33) (45) Net issuance of common stock 5 7 6 Balance, end of period 443 457 483 Paid-in capital: Balance, beginning of period 52,468 180,250 353,337 Share-based compensation 26,095 26,219 33,544 Net issuance of common stock (5) (7) (6) Repurchases of common stock (78,558) (153,994) (207,714) Adjustments to paid-in capital, other — — 1,089 Balance, end of period — 52,468 180,250 Retained earnings: Balance, beginning of period 1,138,851 952,804 795,740 Net income 350,255 219,414 189,871 Dividends (35,821) (33,367) (32,807) Repurchases of common stock (78,195) — — Balance, end of period 1,375,090 1,138,851 952,804 Accumulated other comprehensive income (loss): Balance, beginning of period 29,598 12,235 95,527 Change in foreign currency translation adjustment, net of income tax expense (benefit) 17,188 6,608 (41,482) Change in net unrealized investment gains (losses) during the period, net of income taxes: Change in net unrealized investment gains (losses) not-other-than temporarily impaired (3,166) 10,745 (42,201) Change in net unrealized investment gains (losses) other-than-temporarily impaired (52) 10 391 Balance, end of period 43,568 29,598 12,235 Total stockholders’ equity $1,419,101 $1,221,374 $1,145,772 See accompanying notes to consolidated financial statements. Primerica 2017 Annual Report 99 ITEM 8. FINANCIAL STATEMENTS PRIMERICA, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows Year ended December 31, 2017 2016 2015 (In thousands) Cash flows from operating activities: Net income $ 350,255 $ 219,414 $ 189,871 Adjustments to reconcile net income to cash provided by (used in) operating activities: Change in future policy benefits and other policy liabilities 306,122 256,520 242,957 Deferral of policy acquisition costs (422,749) (376,879) (326,197) Amortization of deferred policy acquisition costs 209,399 180,582 157,727 Deferred tax provision (53,788) 44,316 38,292 Change in income taxes (2,159) 27,601 5,862 Realized investment (gains) losses, including other-than-temporary impairments (1,339) (4,088) 1,738 Accretion and amortization of investments (1,596) (1,411) (1,343) Depreciation and amortization 13,551 14,595 10,998 Change in reinsurance recoverables 9,124 (72,880) (49,966) Change in agent balances, due premiums and other receivables (18,331) (20,069) (11,379) Trading securities sold, matured, or called (acquired), net 1,137 (2,051) 2,308 Share-based compensation 15,267 13,442 14,948 Change in other operating assets and liabilities, net (16,369) 15,335 (11,565) Net cash provided by (used in) operating activities 388,524 294,427 264,251 Cash flows from investing activities: Available-for-sale investments sold, matured or called: Fixed-maturity securities — sold 76,701 91,666 130,608 Fixed-maturity securities — matured or called 223,088 254,585 247,771 Equity securities 5,771 8,572 4,894 Available-for-sale investments acquired: Fixed-maturity securities (426,689) (386,394) (433,457) Equity securities (400) (2,683) (882) Purchases of property and equipment and other investing activities, net (6,752) (13,669) (7,399) Cash collateral received (returned) on loaned securities, net 16,140 2,164 21,271 Sales (purchases) of short-term investments using securities lending collateral, net (16,140) (2,164) (21,271) Net cash provided by (used in) investing activities (128,281) (47,923) (58,465) Cash flows from financing activities: Dividends paid (35,821) (33,367) (32,807) Common stock repurchased (150,038) (150,057) (200,084) Tax withholdings on share-based compensation (6,734) (3,970) (7,675) Cash proceeds from stock options exercised — — 136 Payment of deferred financing costs (868) — — Net cash provided by (used in) financing activities (193,461) (187,394) (240,430) Effect of foreign exchange rate changes on cash 1,204 572 (5,059) Change in cash and cash equivalents 67,986 59,682 (39,703) Cash and cash equivalents, beginning of period 211,976 152,294 191,997 Cash and cash equivalents, end of period $ 279,962 $ 211,976 $ 152,294 Supplemental disclosures of cash flow information: Income taxes paid $ 83,304 $ 45,402 $ 62,116 Interest paid 27,816 27,992 32,386 See accompanying notes to consolidated financial statements. 100 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 1 PRIMERICA, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (1) Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies Description of Business.Primerica, Inc. (the “Parent Company”), together with its subsidiaries (collectively, “we”, “us” or the “Company”), is a leading distributor of financial products to middle-income households in the United States and Canada. We assist our clients in meeting their needs for term life insurance, which we underwrite, and mutual funds, annuities, managed investments and other financial products, which we distribute primarily on behalf of third parties. Our primary subsidiaries include the following entities: Primerica Financial Services, Inc. (“PFS”), a general agency and marketing company; Primerica Life Insurance Company (“Primerica Life”), our principal life insurance company; Primerica Financial Services (Canada) Ltd., a holding company for our Canadian operations, which includes Primerica Life Insurance Company of Canada (“Primerica Life Canada”) and PFSL Investments Canada Ltd. (“PFSL Investments Canada”); and PFS Investments Inc. (“PFS Investments”), an investment products company and broker- dealer. Primerica Life, domiciled in Tennessee, owns National Benefit Life Insurance Company (“NBLIC”), a New York insurance company. Prior to Primerica Life’s re-domestication to Tennessee in December 2017, Primerica Life was a Massachusetts-domiciled life insurance underwriting company. We established Peach Re, Inc. (“Peach Re”) and Vidalia Re, Inc. (“Vidalia Re”) as special purpose financial captive insurance companies and wholly owned subsidiaries of Primerica Life. Peach Re and Vidalia Re have each entered into separate coinsurance agreements with Primerica Life whereby Primerica Life has ceded certain level- premium term life insurance policies to Peach Re and Vidalia Re (respectively, the “Peach Re Coinsurance Agreement” and the “Vidalia Re Coinsurance Agreement”). Basis of Presentation.We prepare our financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). These principles are established primarily by the Financial Accounting Standards Board (“FASB”). The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect financial statement balances, revenues and expenses and cash flows, as well as the disclosure of contingent assets and liabilities. Management considers available facts and knowledge of existing circumstances when establishing the estimates included in our financial statements. UseofEstimates.The most significant items that involve a greater degree of accounting estimates and actuarial determinations subject to change in the future are the valuation of investments, deferred policy acquisition costs (“DAC”), future policy benefit reserves and corresponding amounts recoverable from reinsurers, and income taxes. Estimates for these and other items are subject to change and are reassessed by management in accordance with U.S. GAAP. Actual results could differ from those estimates. Consolidation.The accompanying consolidated financial statements include the accounts of the Company and those entities required to be consolidated under applicable accounting standards. All material intercompany profits, transactions, and balances among the consolidated entities have been eliminated. Reclassifications.Certain reclassifications have been made to prior-period amounts to conform to current-period reporting classifications. These reclassifications had no impact on net income or total stockholders’ equity. Subsequent Events.The Company has evaluated subsequent events for recognition and disclosure for events and transactions after the date of the consolidated financial statements at December 31, 2017. Primerica 2017 Annual Report 101 FINANCIAL STATEMENTS — NOTE 1 Foreign Currency Translation.Assets and liabilities of our Canadian subsidiaries are translated into U.S. dollars using year-end exchange rates, and the translation adjustments are reported in other comprehensive income (loss). Revenues and expenses of our Canadian subsidiaries are translated monthly at amounts that approximate weighted-average exchange rates. Investments.Investments are reported on the following bases: • Available-for-sale (“AFS”) fixed-maturity securities, including bonds and redeemable preferred stocks not classified as trading securities, are carried at fair value. When quoted market values are unavailable, we obtain estimates from independent pricing services or estimate fair value based upon a comparison to quoted issues of the same issuer or of other issuers with similar characteristics. • Held-to-maturity fixed-maturity security is carried at amortized cost. • Equity securities, including common and nonredeemable preferred stocks, are classified as AFS and are carried at fair value. When quoted market values are unavailable, we obtain estimates from independent pricing services or estimates fair value based upon a comparison to quoted issues of the same issuer or of other issuers with similar characteristics. • Trading securities, which primarily consist of bonds, are carried at fair value. Changes in fair value of trading securities are included in net investment income in the period in which the change occurred. • Policy loans are carried at unpaid principal balances, which approximate fair value. Investment transactions are recorded on a trade- date basis. We use the specific-identification method to determine the realized gains or losses from securities transactions and report the realized gains or losses in the accompanying consolidated statements of income. Unrealized gains and losses on AFS securities are included as a separate component of other comprehensive income, except for other-than- temporary impairments (“OTTI”) discussed below, in the accompanying consolidated statements of comprehensive income. Investments are reviewed on a quarterly basis for OTTI. Credit risk, interest rate risk, the amount of time the security has been in an unrealized loss position, actions taken by ratings agencies, and other factors are considered in determining whether an unrealized loss is other- than-temporary. OTTI in our accompanying consolidated statements of income reflect the impairment on AFS securities that we intend to sell or would more-likely-than-not be required to sell before the expected recovery of the amortized cost basis. For AFS fixed maturity securities that we have no intent to sell and believe that it is not more-likely-than-not we will be required to sell prior to recovery, only the credit loss component of OTTI is recognized in our accompanying consolidated statements of income, while the remainder is recognized in other comprehensive income in the accompanying consolidated statements of comprehensive income (loss). The credit loss component of OTTI recognized in net income is identified as the amount of principal cash flows not expected to be received over the remaining term of the security. Any subsequent changes (if not an other-than-temporary impairment) in the fair value of AFS securities are recognized in other comprehensive income in the accompanying statements of comprehensive income. Interest income on fixed-maturity securities is recorded when earned by determining the effective yield, which gives consideration to amortization of premiums, accretion of discounts, and any previous OTTI. Dividend income on equity securities is recorded when declared. These amounts are included in net investment income in the accompanying consolidated statements of income. Included within fixed-maturity securities are loan-backed and asset-backed securities. Amortization of the premium or accretion of the 102 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 1 discount uses the retrospective method. The effective yield used to determine amortization/ accretion is calculated based on actual and historical projected future cash flows and updated quarterly. Embedded conversion options associated with fixed-maturity securities are bifurcated from the fixed-maturity security host contracts and separately recognized as equity securities. The change in fair value of these bifurcated conversion options is recorded in realized gains (losses), including OTTI in the accompanying consolidated statements of income. Cash and Cash Equivalents.Cash and cash equivalents include cash on hand, money market instruments, and all other highly liquid investments purchased with an original or remaining maturity of three months or less at the date of acquisition. Reinsurance.We use reinsurance extensively, utilizing yearly renewable term (“YRT”) and coinsurance agreements. Under YRT agreements, we reinsure only the mortality risk, while under coinsurance, we reinsure a proportionate part of all risks arising under the reinsured policy. Under coinsurance, the reinsurer receives a proportionate part of the premiums, less commission allowances, and is liable for a corresponding part of all benefit payments. All reinsurance contracts in effect for the three- year period ended December 31, 2017 transfer a reasonable possibility of substantial loss to the reinsurer or are accounted for under the deposit method of accounting. Ceded premiums are treated as a reduction to direct premiums and are recognized when due to the assuming company. Ceded claims are treated as a reduction to direct benefits and are recognized when the claim is incurred on a direct basis. Ceded policy reserve changes are also treated as a reduction to benefits and claims expense and are recognized during the applicable financial reporting period. Reinsurance premiums, commissions, expense reimbursements and benefits and reserves related to reinsured long-duration contracts are accounted for over the life of the underlying contracts using assumptions consistent with those used to account for the underlying policies. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liabilities and future policy benefits associated with reinsured policies. Ceded policy reserves and claims liabilities relating to insurance ceded are shown as reinsurance recoverables on the accompanying consolidated balance sheets. We analyze and monitor the credit-worthiness of each of our reinsurance partners to minimize collection issues. For reinsurance contracts with unauthorized reinsurers, we require collateral such as letters of credit. To the extent we receive ceding allowances to cover policy and claims administration under reinsurance contracts, these allowances are treated as a reduction to insurance commissions and expenses and are recognized when due from the assuming company. To the extent we receive ceding allowances reimbursing commissions that would otherwise be deferred, the amount of commissions deferrable will be reduced. The corresponding DAC balances are reduced on a pro rata basis by the portion of the business reinsured with reinsurance agreements that meet risk transfer provisions. The reduced DAC will result in a corresponding reduction of amortization expense. DAC.We defer incremental direct costs of successful contract acquisitions that result directly from and are essential to the contract transaction(s) and that would not have been incurred had the contract transaction(s) not occurred. These deferred policy acquisition costs mainly include commissions and policy issue expenses. All other acquisition-related costs, including unsuccessful acquisition and renewal efforts, are charged to expense as incurred. Also, administrative costs, rent, depreciation, occupancy, equipment, and all other general overhead costs are considered indirect costs and are charged to expense as incurred. DAC for term life insurance policies is amortized over the initial premium-paying period of the related policies in proportion to premium Primerica 2017 Annual Report 103 FINANCIAL STATEMENTS — NOTE 1 income. DAC for Canadian segregated funds is amortized over the life of the underlying policies at a constant rate based on the present value of the estimated gross profits expected to be realized over the life of the underlying policies. DAC is subject to recoverability testing annually and when impairment indicators exist. Intangible Assets.Intangible assets are amortized over their estimated useful lives. Any intangible asset that was deemed to have an indefinite useful life is not amortized but is subject to an annual impairment test. An impairment exists if the carrying value of the indefinite-lived intangible asset exceeds its fair value. For the other intangible assets, which are subject to amortization, an impairment is recognized if the carrying amount is not recoverable and exceeds the fair value of the intangible asset. The components of intangible assets were as follows: December 31, 2017 2016 Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount (In thousands) Indefinite-lived intangible asset $ 45,275 n/a $45,275 $ 45,275 n/a $45,275 Amortizing intangible asset 84,871 (78,633) 6,238 84,871 (75,231) 9,640 Total intangible assets $130,146 $(78,633) $51,513 $130,146 $(75,231) $54,915 We have an indefinite-lived intangible asset related to the 1989 purchase of the right to contract with our sales force. This asset represents the core distribution model of our business, which is our primary competitive advantage to profitably distribute term life insurance and investment and savings products on a significant scale, and as such, is considered to have an indefinite life. This indefinite-lived intangible asset is supported by a significant portion of the discounted cash flows of our future business. We assessed this asset for impairment as of October 1, 2017 and determined that no impairment had occurred. There have been no subsequent events requiring further analysis. We also have an amortizing intangible asset related to a 1995 sales agreement termination payment to Management Financial Services, Inc. This asset is supported by a non-compete agreement with the founder of our business model. We calculate the amortization of this contract buyout on a straight-line basis over 24 years, which represents the life of the non- compete agreement. Intangible asset amortization expense was approximately $3.4 million in 2017, 2016 and 2015. The remaining amortization expense is expected to be approximately $3.4 million in 2018 and $2.8 million in 2019. No events have occurred during 2017, and no factors exist as of December 31, 2017 that would indicate that the net carrying value of our amortizing intangible asset may not be recoverable or will not be used throughout its estimated useful life. Property and Equipment.Property and equipment, which are included in other assets, are stated at cost, less accumulated depreciation. Depreciation is recognized on a straight-line basis over the asset’s estimated useful life, which is estimated as follows: Estimated Useful Life Data processing equipment and software 3 to 7 years Leasehold improvements Lesser of 15 years or remaining life of lease Furniture and other equipment 5 to 15 years 104 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 1 Depreciation expense is included in other operating expenses in the accompanying consolidated statements of income. Depreciation expense was $10.1 million, $11.2 million, and $7.6 million for the years ended December 31, 2017, 2016, and 2015, respectively. Property and equipment balances were as follows: December 31, 2017 2016 (In thousands) Data processing equipment and software $ 60,227 $ 57,178 Leasehold improvements 14,077 13,718 Other, principally furniture and equipment 24,841 23,571 99,145 94,467 Accumulated depreciation (71,044) (67,001) Net property and equipment $ 28,101 $ 27,466 Separate Accounts.The separate accounts are primarily comprised of contracts issued by the Company through its subsidiary, Primerica Life Canada, pursuant to the Insurance Companies Act (Canada). The Insurance Companies Act authorizes Primerica Life Canada to establish the separate accounts. The separate accounts are represented by individual variable annuity contracts. Purchasers of variable annuity contracts issued by Primerica Life Canada have a direct claim to the benefits of the contract that entitles the holder to units in one or more investment funds (the “Funds”) maintained by Primerica Life Canada. The Funds invest in assets that are held for the benefit of the owners of the contracts. The benefits provided vary in amount depending on the fair value of the Funds’ assets. The Funds’ assets are administered by Primerica Life Canada and are held separate and apart from the general assets of the Company. The liabilities reflect the variable insurance annuity contract holders’ interests in variable annuity assets based upon actual investment performance of the respective Funds. Separate account operating results relating to contract holders’ interests are excluded from our consolidated statements of income. Primerica Life Canada’s contract offerings guarantee the maturity value at the date of maturity (or upon death, whichever occurs first) to be equal to 75% of the sum of all contributions made, net of withdrawals, on a first-in first-out basis. Otherwise, the maturity value or death benefit will be the accumulated value of units allocated to the contract at the specified valuation date. The amount of this value is not guaranteed, but will fluctuate with the fair value of the Funds. Policyholder Liabilities.Future policy benefits are accrued over the current and expected renewal periods of the contracts. Liabilities for future policy benefits on traditional life insurance products have been computed using a net level method, including assumptions as to interest rates, mortality, persistency, and other assumptions based on our experience, modified as necessary to reflect anticipated trends and to include provisions for possible adverse deviation. The underlying mortality tables are the Society of Actuaries (“SOA”) 65-70, SOA 75-80, SOA 85-90, and the 91 Bragg, modified to reflect various underwriting classifications and assumptions. Interest rate reserve assumptions at December 31, 2017 and 2016 ranged from approximately 3.5% to 7.0%. For policies issued in 2010 and after, we have been using an increasing interest rate assumption to reflect the historically low interest rate environment. The liability for policy claims and other benefits payable on traditional life insurance products includes estimated unpaid claims that have been reported to us and claims incurred but not yet reported. The future policy benefit reserves we establish are necessarily based on estimates, assumptions and our analysis of historical experience. We do not modify the assumptions used to establish future policy benefit reserves during the policy term unless recoverability testing deems them to be inadequate and there is no remaining DAC associated with the underlying policies. Our results depend significantly upon the extent to Primerica 2017 Annual Report 105 FINANCIAL STATEMENTS — NOTE 1 which our actual claims experience is consistent with the assumptions we used in determining our future policy benefit reserves and pricing our products. Our future policy benefit reserve assumptions and estimates require significant judgment and, therefore, are inherently uncertain. We cannot determine with precision the ultimate amounts that we will pay for actual claims or the timing of those payments. Other Policyholders’ Funds.Other policyholders’ funds primarily represent claim payments left on deposit with us. Litigation.The Company is involved from time to time in legal disputes, regulatory inquiries and arbitration proceedings in the normal course of business. Contingent litigation- related losses are recognized when probable and can be reasonably estimated. Legal costs, such as attorneys’ fees and other litigation-related expenses that are incurred in connection with resolving litigation are expensed as incurred. These disputes are subject to uncertainties, including indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation. Due to the difficulty of estimating costs of litigation, actual costs may be substantially higher or lower than any amounts reserved. Income Taxes.We are subject to the income tax laws of the United States, its states, municipalities, and certain unincorporated territories, and those of Canada. These tax laws can be complex and subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. In establishing a provision for income tax expense, we must make judgments and interpretations about the applicability of these tax laws. We also must make estimates about the future impact certain items will have on taxable income in the various tax jurisdictions, both domestic and foreign. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to (i) differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and (ii) operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not applicable to the periods in which we expect the temporary difference will reverse. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”) was enacted in the United States. The Tax Reform Act includes a broad range of changes to federal tax legislation including changes to corporate and personal income tax rates, income tax deductions, and international tax provisions. We recognized the effect of tax law changes included in the Tax Reform Act during the year- ended December 31, 2017, as it is the period that includes the date of enactment. See Note 11 (Income Taxes) for details related to the tax effects recognized in connection with the Tax Reform Act. Premium Revenues.Traditional life insurance products consist principally of those products with fixed and guaranteed premiums and benefits, and are primarily related to term products. Premiums are recognized as revenues when due. Commissions and Fees.We receive commission revenues from the sale of various non-life insurance products. Commissions are generally received on sales of mutual funds and annuities. We also receive trail commission revenues from mutual fund and annuity products based on the net asset value of shares sold by us. We, in turn, pay certain commissions to our sales force. Additionally, we receive marketing and support fees from product originators. We also receive management fees based on the average daily net asset value of managed investments and contracts related to separate account assets issued by Primerica Life Canada. We earn recordkeeping fees for administrative functions that we perform on behalf of several of our mutual fund providers and custodial fees for services performed as a non-bank custodian of our clients’ retirement 106 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 1 plan accounts. We, in turn, pay a third-party provider for its servicing of certain of these accounts. Commissions and fees are recognized as income during the period in which they are earned. Benefits and Expenses.Benefit and expense items are charged to income in the period in which they are incurred. Both the change in policyholder liabilities, which is included in benefits and claims, and the amortization of deferred policy acquisition costs will vary with policyholder persistency. Share-Based Transactions.For employee and director share-based compensation awards, we determine a grant date fair value based on the price of our publicly-traded common stock and recognize the related compensation expense, adjusted for actual forfeitures, in the statement of income on a straight-line basis over the requisite service period for the entire award. For non-employee share-based compensation, we recognize the impact during the period of performance, and the fair value of the award is measured as of the date performance is complete, which is the vesting date. To the extent that a share-based award contains sale restrictions extending beyond the vesting date, we reduce the recognized fair value of the award to reflect the corresponding illiquidity discount. Most non-employee share-based compensation is an incremental direct cost of successful acquisitions or renewals of life insurance policies that result directly from and are essential to the policy acquisition(s) and would not have been incurred had the policy acquisition(s) not occurred. We defer these expenses and amortize the impact in the same manner as all other DAC. Earnings Per Share (“EPS”).The Company has outstanding common stock and equity awards that consist of restricted stock units (“RSUs”), performance-based stock units (“PSUs”), and stock options. The RSUs maintain non-forfeitable dividend rights that result in dividend payment obligations on a one-to-one ratio with common shares for any future dividend declarations. Unvested RSUs are deemed participating securities for purposes of calculating EPS as they maintain dividend rights. See Note 13 (Earnings Per Share) for details related to the calculations of our basic and diluted EPS using the two-class method. New Accounting Principles.In March 2016, the FASB issued Accounting Standards Update No 2016-09 Compensation — Stock Compensation (Topic 718) — Improvements to Employee Share- Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 intends to simplify several aspects of the accounting for share-based payment transactions, including the recognition of income tax consequences of awards, the classification of awards as either equity or liabilities, the method of recognizing award forfeitures, and the presentation of items within the statement of cash flows. The most notable impact on the Company’s financial statements involved the change in accounting for the income tax consequences associated with share-based payment transactions in the income statement. Prior to the adoption of ASU 2016-09, the tax effect of the difference between the cumulative compensation cost of a share-based award recognized for financial reporting purposes and the deduction of the award for tax purposes (“excess tax benefits or deficiencies”) was recognized as an adjustment to additional paid-in capital in the statement of stockholders’ equity. The amendments in ASU 2016-09 require that the excess tax benefits or deficiencies be recognized as a reduction to or an increase of income tax expense in the income statement. We adopted the amendments in ASU 2016-09 pertaining to excess tax benefits or deficiencies in 2017 on a prospective basis, which resulted in a reduction of income tax expense of approximately $6.1 million for the excess tax benefit of share-based transactions for the year ended December 31, 2017. ASU 2016-09 also changes the presentation of excess tax benefits or deficiencies in the cash flow statement from a financing activity to an operating activity. Therefore, we have presented the excess tax benefits or deficiencies as cash flows from operating activities within the accompanying consolidated statements of cash flows for all periods presented. The adoption of all other amendments outlined in ASU 2016-09 had either no impact to our financial statements or an immaterial impact to our financial statements. Primerica 2017 Annual Report 107 FINANCIAL STATEMENTS — NOTE 1 Future Application of Accounting Standards.In May 2014, the FASB issued ASU No. 2014-09,Revenue from Contracts with Customers (Topic 606)(“ASU 2014-09”). ASU 2014-09 clarifies the principles for recognizing revenue by establishing the core principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue that is recognized. Insurance contracts are specifically excluded from the scope of ASU 2014-09 and therefore revenue from our insurance product lines will not be affected by the new standard. The amendments in ASU 2014-09, as updated by ASU No. 2015-14, are effective for the Company beginning in fiscal year 2018 and can be adopted either retrospectively or by using the modified retrospective method. We will adopt the amendments in ASU 2014-09 effective January 1, 2018 by using the modified retrospective method. The cumulative effect of adopting ASU 2014-09 will result in an immaterial increase to retained earnings on January 1, 2018. The adjustment to be recognized upon adoption of ASU 2014-09 primarily consists of recognizing the lifetime expected value of renewal commissions we anticipate collecting in future periods for the sale of prepaid legal service subscriptions and the referral of auto and homeowners’ insurance policies in our Corporate and Other Distributed Products segment made prior to December 31, 2017. After the initial product sale or referral, we earn commissions from product providers as clients pay monthly subscription fees for prepaid legal service subscriptions or premiums on auto and homeowners’ insurance policies purchased through our referral channel. We currently recognize commission revenue upon receipt of the commission revenue from the product providers, which is the point in time when revenue becomes fixed and determinable, as the commissions earned are dependent on our clients’ future renewal activity. Subsequent to the adoption of ASU 2014-09, we will recognize commission revenue equal to the expected value of the commissions we will earn over the life of the subscription or the referred policy when that initial subscription sale or policy referral occurs, which coincides with when we satisfy our performance obligation to the product provider. We do not anticipate the adoption of ASU 2014- 09 will have a notable impact on our results of operations given the immaterial amount of revenue associated with these product distributions and no significant accounting changes for revenue will be made in any of our other product lines. In January 2016, the FASB issued Accounting Standards Update No. 2016-01,Financial Instruments—Overall (Subtopic 825-10)– Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 intends to enhance the reporting model for financial instruments and addresses certain aspects of recognition, measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. ASU 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments. The amendments in ASU 2016-01 are effective for the Company beginning in fiscal year 2018. The recognition and measurement provisions of ASU 2016-01 will be adopted by means of a cumulative-effect adjustment to the balance sheet as of January 1, 2018 and its primary impact on the Company will be the recognition of all unrealized gains and losses on available-for-sale equity securities in net income. Currently, all unrealized gains and losses (except for other-than-temporary impairment) on available-for-sale equity securities are recognized in other comprehensive income (loss). The impact of adopting this standard will result in an immaterial adjustment to retained earnings on January 1, 2018, equal to the value of the net unrealized gains on available-for-sale equity securities as of December 31, 2017. See Note 4 (Investments) for more details of unrealized gains and losses on available-for-sale equity securities held by the Company as of December 31, 2017. In February 2016, FASB issued Accounting Standards Update No. 2016-02 (“ASU 2016-02”), 108 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 1 Leases (ASC 842)that requires lessees to recognize lease assets and lease liabilities on the balance sheet. The amendments in ASU 2016-02 are effective for the Company beginning in fiscal year 2019, with early adoption permitted. The Company intends to adopt the amendments in ASU 2016-02 beginning in the first quarter of 2019. We expect the primary impact will be the recognition of our operating lease obligations and corresponding right to use assets on our balance sheet, which mainly consist of our executive and home office operations and other real estate leases of office space as well as office equipment. We anticipate that the impact of adopting this standard will result in an increase to assets and liabilities that is generally consistent with our remaining lease obligations as listed in Note 16 “Commitments and Contingent Liabilities” plus any new operating lease commitments agreed to before the effective date. In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (“ASU 2016-13”), Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments. ASU 2016-13 introduces new guidance for accounting for credit losses on financial instruments within its scope by replacing the current approach that delays recognition until it is probable a loss has been incurred with a new approach that estimates an allowance for anticipated credit losses on the basis of an entity’s own expectations. The objective of the new approach for estimating credit losses is to require consideration of a broader range of forward-looking information, which is expected to result in earlier recognition of credit losses on financial instruments. AFS debt securities are excluded from the scope of financial instruments that require measurement of credit losses on the basis of a forward-looking expected loss estimate under ASU 2016-13. The incurred probable loss approach for measuring credit losses on AFS debt securities will remain under ASU 2016-13 but will be presented as an allowance rather than as a write-down. Therefore, an entity will be allowed to reverse credit losses previously recorded on AFS debt securities in situations where the estimate of credit losses on those securities has declined. The amendments in ASU 2016-13 also preclude an entity from considering the length of time an AFS debt security has been in an unrealized loss position to avoid recording a credit loss and remove the requirement to consider recoveries or declines in fair value after the balance sheet date. The amendments in ASU 2016-13 are effective for the Company beginning in fiscal year 2020. The Company is currently in the process of evaluating its impact on the Company’s consolidated financial statements. Primerica 2017 Annual Report 109 FINANCIAL STATEMENTS — NOTE 2 (2) Other Comprehensive Income The components of other comprehensive income (“OCI”), including the income tax expense or benefit allocated to each component, were as follows: Year ended December 31, 2017 2016 2015 (In thousands) Foreign currency translation adjustments: Change in unrealized foreign currency translation gains (losses) before income taxes $17,383 $ 6,689 $(41,929) Income tax expense (benefit) on unrealized foreign currency translation gains (losses) (1)195 81 (447) Change in unrealized foreign currency translation gains (losses), net of income taxes $17,188 $ 6,608 $(41,482) Unrealized gain (losses) on available-for-sale securities: Change in unrealized holding gains (losses) arising during period before income taxes $ (3,950) $20,500 $(65,920) Income tax expense (benefit) on unrealized holding gains (losses) arising during period (1)(1,765) 7,174 (23,074) Change in unrealized holding gains (losses) on available- for-sale securities arising during period, net of income taxes (2,185) 13,326 (42,846) Reclassification from accumulated OCI to net income for (gains) losses realized on available-for-sale securities $ (1,589) $ (3,955) $ 1,596 Income tax (expense) benefit on (gains) losses reclassified from accumulated OCI to net income (1)(556) (1,384) 560 Reclassification from accumulated OCI to net income for (gains) losses realized on available-for-sale securities, net of income taxes (1,033) (2,571) 1,036 Change in unrealized gains (losses) on available-for- sale securities, net of income taxes and reclassification adjustment $ (3,218) $10,755 $(41,810) (1) Effect of U.S. statutory rate reduction enacted by the Tax Reform Act in 2017 is not recognized in OCI, rather it is recognized in the statements of income in accordance with U.S. GAAP. Refer to Note 11 (Income Taxes) for more information. (3) Segment and Geographical Information Segments.We have two primary operating segments — Term Life Insurance and Investment and Savings Products. The Term Life Insurance segment includes underwriting profits on our in- force book of term life insurance policies, net of reinsurance, which are underwritten by our life insurance company subsidiaries. The Investment and Savings Products segment includes retail and managed mutual funds and annuities distributed through licensed broker-dealer subsidiaries and includes segregated funds, an individual annuity savings product that we underwrite in Canada through Primerica Life Canada. In the United States, we distribute mutual fund and annuity products of several 110 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 3 third-party companies. We also earn fees for account servicing on a subset of the mutual funds we distribute. In Canada, we offer a Primerica-branded fund-of-funds mutual fund product, as well as mutual funds of well-known mutual fund companies. These two operating segments are managed separately because their products serve different needs — term life insurance income protection versus wealth- building savings products. We also have a Corporate and Other Distributed Products segment, which consists primarily of revenues and expenses related to several discontinued lines of insurance other than our core term life insurance products and the distribution of various other financial products generally underwritten or offered by third-party providers. All of the Company’s net investment income, except for the portion allocated to the Term Life Insurance segment that represents the assumed interest accreted to its U.S. GAAP- measured future policy benefit reserve liability less DAC, is attributed to the Corporate and Other Distributed Products segment. In addition, interest expense incurred by the Company as well as realized gains and losses on our invested asset portfolio are entirely attributed to the Corporate and Other Distributed Products segment. Notable information included in profit or loss by segment was as follows: Year ended December 31, 2017 2016 2015 (In thousands) Revenues: Term life insurance segment $ 992,224 $ 866,382 $ 763,958 Investment and savings products segment 572,747 524,621 521,336 Corporate and other distributed products segment 124,131 128,081 118,905 Total revenues $1,689,102 $1,519,084 $1,404,199 Net investment income: Term life insurance segment $ 9,931 $ 7,634 $ 5,987 Investment and savings products segment — — — Corporate and other distributed products segment 69,086 71,391 70,522 Total net investment income $ 79,017 $ 79,025 $ 76,509 Amortization of DAC: Term life insurance segment $ 201,751 $ 172,812 $ 147,980 Investment and savings products segment 6,168 6,148 7,952 Corporate and other distributed products segment 1,480 1,622 1,795 Total amortization of DAC $ 209,399 $ 180,582 $ 157,727 Non-cash share-based compensation expense: Term life insurance segment $ 2,662 $ 2,652 $ 5,392 Investment and savings products segment 2,208 2,179 2,228 Corporate and other distributed products segment 10,397 8,611 7,328 Total non-cash share-based compensation expense $ 15,267 $ 13,442 $ 14,948 Primerica 2017 Annual Report 111 FINANCIAL STATEMENTS — NOTE 3 Year ended December 31, 2017 2016 2015 (In thousands) Income (loss) before income taxes: Term life insurance segment $245,657 $213,361 $173,209 Investment and savings products segment 162,836 144,356 146,083 Corporate and other distributed products segment (28,973) (20,122) (28,311) Total income before income taxes $379,520 $337,595 $290,981 Insurance expenses and other operating expenses directly attributable to the Term Life Insurance and the Investment and Savings Products segments are recorded directly to the applicable segment. We allocate certain other revenue and operating expenses that are not directly attributable to a specific operating segment based on the relative sizes of our life- licensed and securities-licensed independent sales forces. These allocated items include fees charged for access to our proprietary sales force support system and costs incurred for field technology, supervision, training and certain miscellaneous costs. We also allocate certain technology and occupancy costs to our operating segments based on estimated usage. Any remaining unallocated revenue and expense items, as well as realized investment gains and losses, are reported in the Corporate and Other Distributed Products segment. We measure income and loss for the segments on an income before income taxes basis. Total assets by segment were as follows: December 31, 2017 December 31, 2016 December 31, 2015 (In thousands) Assets: Term life insurance segment $ 6,205,837 $ 5,945,502 $ 5,638,682 Investment and savings products segment (1)2,684,717 2,391,512 2,157,548 Corporate and other distributed products segment 3,570,149 3,101,929 2,814,553 Total assets $12,460,703 $11,438,943 $10,610,783 (1) The Investment and Savings Products segment includes assets held in separate accounts. Excluding separate accounts, the Investment and Savings Products segment assets were approximately $112.0 million, $103.7 million, and $93.8 million as of December 31, 2017, 2016, and 2015, respectively. Assets specifically related to a segment are held in that segment. All invested assets held by the Company, including the deposit asset recognized in connection with our 10% coinsurance agreement (the “10% Coinsurance Agreement”) and the held-to-maturity security received in connection with the Vidalia Re Coinsurance Agreement, are reported as assets of the Corporate and Other Distributed Products segment. DAC is recognized in a particular segment based on the product to which it relates. Separate account assets supporting the segregated funds product in Canada are held in the Investment and Savings Products segment. Any remaining unallocated assets are reported in the Corporate and Other Distributed Products segment. 112 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 3 Geographical Information.Results of continuing operations by country and long-lived assets — primarily tangible assets reported in other assets in our consolidated balance sheets — were as follows: Year ended December 31, 2017 2016 2015 (In thousands) Revenues by country: United States $1,419,658 $1,281,580 $1,172,508 Canada 269,444 237,504 231,691 Total revenues $1,689,102 $1,519,084 $1,404,199 Income before income taxes by country: United States $ 299,764 $ 269,791 $ 225,920 Canada 79,756 67,804 65,061 Total income before income taxes $ 379,520 $ 337,595 $ 290,981 December 31, 2017 December 31, 2016 December 31, 2015 (In thousands) Long-lived assets by country: United States $27,443 $26,685 $28,621 Canada 656 780 787 Total long-lived assets $28,099 $27,465 $29,408 Primerica 2017 Annual Report 113 FINANCIAL STATEMENTS — NOTE 4 (4) Investments AFS Securities.The period-end cost or amortized cost, gross unrealized gains and losses, and fair value of AFS fixed-maturity and equity securities were as follows: December 31, 2017 Cost or amortized cost Gross unrealized gains Gross unrealized losses Fair value (In thousands) Securities available-for-sale, carried at fair value: Fixed-maturity securities: U.S. government and agencies $ 11,577 $ 283 $ (47) $ 11,813 Foreign government 139,486 5,651 (648) 144,489 States and political subdivisions 54,714 1,554 (141) 56,127 Corporates 1,337,321 42,616 (3,655) 1,376,282 Residential mortgage-backed securities 119,672 3,583 (297) 122,958 Commercial mortgage-backed securities 134,003 2,299 (910) 135,392 Other asset-backed securities 80,553 452 (224) 80,781 Total fixed-maturity securities (1)1,877,326 56,438 (5,922) 1,927,842 Equity securities 31,331 9,796 (20) 41,107 Total fixed-maturity and equity securities $1,908,657 $66,234 $(5,942) $1,968,949 (1) Includes approximately $0.2 million of OTTI losses related to corporates and mortgage- and asset-backed securities recognized in accumulated other comprehensive income. December 31, 2016 Cost or amortized cost Gross unrealized gains Gross unrealized losses Fair value (In thousands) Securities available-for-sale, carried at fair value: Fixed-maturity securities: U.S. government and agencies $ 10,148 $ 350 $ (24) $ 10,474 Foreign government 124,274 5,719 (687) 129,306 States and political subdivisions 43,950 1,903 (129) 45,724 Corporates 1,281,630 49,272 (5,529) 1,325,373 Residential mortgage-backed securities 94,708 4,963 (120) 99,551 Commercial mortgage-backed securities 107,201 2,712 (470) 109,443 Other asset-backed securities 72,772 98 (303) 72,567 Total fixed-maturity securities (1)1,734,683 65,017 (7,262) 1,792,438 Equity securities 36,818 8,589 (513) 44,894 Total fixed-maturity and equity securities $1,771,501 $73,606 $(7,775) $1,837,332 (1) Includes approximately $0.1 million of OTTI losses related to corporates and mortgage- and asset-backed securities recognized in accumulated other comprehensive income. 114 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 4 All of our AFS mortgage- and asset-backed securities represent variable interests in variable interest entities (“VIEs”). We are not the primary beneficiary of these VIEs because we do not have the power to direct the activities that most significantly impact the entities’ economic performance. The maximum exposure to loss as a result of our involvement in these VIEs equals the carrying value of the securities. The scheduled maturity distribution of the AFS fixed-maturity portfolio at December 31, 2017 was as follows: Amortized cost Fair value (In thousands) Due in one year or less $ 145,260 $ 147,078 Due after one year through five years 808,100 831,979 Due after five years through 10 years 537,979 552,982 Due after 10 years 51,759 56,672 1,543,098 1,588,711 Mortgage- and asset-backed securities 334,228 339,131 Total fixed-maturity securities $1,877,326 $1,927,842 Expected maturities may differ from scheduled contractual maturities because issuers of securities may have the right to call or prepay obligations with or without call or prepayment penalties. Unrealized Gains and Losses on Investments.The net effect on stockholders’ equity of unrealized gains and losses on AFS securities was as follows: December 31, 2017 December 31, 2016 (In thousands) Net unrealized investment gains including OTTI: Fixed-maturity and equity securities $ 60,292 $ 65,831 OTTI 174 95 Net unrealized investment gains excluding OTTI 60,466 65,926 Deferred income taxes (20,780) (23,074) Net unrealized investment gains excluding OTTI, net of tax $ 39,686 $ 42,852 Trading Securities.The costs and fair values of the fixed-maturity and equity securities classified as trading securities were as follows: December 31, 2017 December 31, 2016 Cost Fair value Cost Fair value (In thousands) Fixed-maturity securities $4,801 $4,800 $7,332 $7,332 Equity securities 1,371 1,428 50 51 Total fixed-maturity and equity securities $6,172 $6,228 $7,382 $7,383 Primerica 2017 Annual Report 115 FINANCIAL STATEMENTS — NOTE 4 Held-to-maturity Security.Concurrent with the execution of the Vidalia Re Coinsurance Agreement, Vidalia Re entered into a Surplus Note Purchase Agreement (the “Surplus Note Purchase Agreement”) with Hannover Life Reassurance Company of America and certain of its affiliates (collectively, “Hannover Re”) and a newly formed limited liability company (the “LLC”) owned by a third-party service provider. Under the Surplus Note Purchase Agreement, Vidalia Re issued a surplus note (the “Surplus Note”) to the LLC in exchange for a credit enhanced note from the LLC with an equal principal amount (the “LLC Note”). The principal amount of both the LLC Note and the Surplus Note will fluctuate over time to coincide with the amount of reserves contractually supported under the Vidalia Re Coinsurance Agreement. Both the LLC Note and the Surplus Note mature on December 31, 2030 and bear interest at an annual interest rate of 4.50%. The LLC Note is guaranteed by Hannover Re through a credit enhancement feature in exchange for a fee, which is reflected in interest expense on our consolidated statements of income. The LLC is a VIE as its owner does not have an equity investment at risk that is sufficient to permit the LLC to finance its activities without Vidalia Re or Hannover Re. The Parent Company, Primerica Life, and Vidalia Re share the power to direct the activities of the LLC with Hannover Re, but do not have the obligation to absorb losses or the right to receive any residual returns related to the LLC’s primary risks or sources of variability. Through the credit enhancement feature, Hannover Re is the ultimate risk taker in this transaction and bears the obligation to absorb the LLC’s losses in the event of a Surplus Note default in exchange for the fee. Accordingly, the Company is not the primary beneficiary of the LLC and does not consolidate the LLC within its consolidated financial statements. The LLC Note is classified as a held-to-maturity debt security in the Company’s invested asset portfolio as we have the positive intent and ability to hold the security until maturity. As of December 31, 2017, the LLC Note, which was rated A+ by Fitch Ratings, had an estimated unrealized holding gain of approximately $42.3 million based on its amortized cost and estimated fair value, which is derived using the valuation techniques described in Note 5 (Fair Value of Financial Instruments). See Note 10 (Debt) for more information on the Surplus Note. Investments on Deposit with Governmental Authorities.As required by law, we have investments on deposit with governmental authorities and banks for the protection of policyholders. The fair values of investments on deposit were approximately $11.1 million and $18.2 million as of December 31, 2017 and 2016, respectively. Securities Lending Transactions.We participate in securities lending transactions with broker-dealers and other financial institutions to increase investment income with minimal risk. We require minimum collateral on securities loaned equal to 102% of the fair value of the loaned securities. We accept collateral in the form of securities, which we are not able to sell or encumber, and to the extent the collateral declines in value below 100%, we require additional collateral from the borrower. Any securities collateral received is not reflected on our consolidated balance sheets. We also accept collateral in the form of cash, all of which we reinvest. For loans involving unrestricted cash collateral, the collateral is reported as an asset with a corresponding liability representing our obligation to return the collateral. We continue to carry the loaned securities as invested assets on our consolidated balance sheets during the terms of the loans, and we do not report them as sales. Cash collateral received and reinvested was approximately $89.8 million and $73.6 million as of December 31, 2017 and 2016, respectively. 116 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 4 Investment Income.The components of net investment income were as follows: Year ended December 31, 2017 2016 2015 (In thousands) Fixed-maturity securities (available-for-sale) $ 76,877 $ 74,673 $ 77,271 Fixed-maturity security (held-to-maturity) 26,865 18,880 13,048 Equity securities 2,095 2,053 2,059 Policy loans and other invested assets 1,413 1,340 1,368 Cash and cash equivalents 1,123 632 228 Total return on deposit asset underlying 10% coinsurance agreement 2,970 5,212 482 Gross investment income 111,343 102,790 94,456 Investment expenses (5,461) (4,885) (4,899) Investment income net of investment expenses 105,882 97,905 89,557 Interest expense on surplus note (26,865) (18,880) (13,048) Net investment income $ 79,017 $ 79,025 $ 76,509 The components of net realized investment gains (losses), as well as details on gross realized investment gains and (losses) and proceeds from sales or other redemptions were as follows: Year ended December 31, 2017 2016 2015 (In thousands) Net realized investment gains (losses): Gross gains from sales $ 3,249 $ 8,126 $ 5,762 Gross losses from sales (107) (751) (465) OTTI losses (1,553) (3,420) (6,893) Gains (losses) from bifurcated options (250) 133 (142) Net realized investment gains (losses) $ 1,339 $ 4,088 $(1,738) OTTI.We conduct a review each quarter to identify and evaluate impaired investments that have indications of possible OTTI. An investment in a debt or equity security is impaired if its fair value falls below its cost. Factors considered in determining whether an impairment is temporary include the length of time and extent to which fair value has been below cost, the financial condition and near-term prospects for the issue, and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery, which may be maturity for fixed-maturity securities or within a reasonable period of time for equity securities. Our review for OTTI generally entails: • Analysis of individual investments that have fair values less than a pre-defined percentage of amortized cost, including consideration of the length of time the investment has been in an unrealized loss position; • Analysis of corporate fixed-maturity securities by reviewing the issuer’s most recent performance to date, including analyst reviews, analyst outlooks and rating agency information; Primerica 2017 Annual Report 117 FINANCIAL STATEMENTS — NOTE 4 • Analysis of commercial mortgage-backed securities based on an assessment of performance to date, credit enhancement, risk analytics and outlook, underlying collateral, loss projections, rating agency information and available third-party reviews and analytics; • Analysis of residential mortgage-backed securities based on loss projections provided by models compared to current credit enhancement levels; • Analysis of our other fixed-maturity and equity security investments, as required based on the type of investment; and • Analysis of downward credit migrations that occurred during the quarter. AFS fixed-maturity and equity securities with a cost basis in excess of their fair values were approximately $529.2 million and $450.9 million as of December 31, 2017 and 2016, respectively. The following tables summarize, for all AFS securities in an unrealized loss position, the aggregate fair value and the gross unrealized loss by length of time such securities have continuously been in an unrealized loss position: December 31, 2017 Less than 12 months 12 months or longer Fair value Unrealized losses Number of securities Fair value Unrealized losses Number of securities (Dollars in thousands) Fixed-maturity securities: U.S. government and agencies $ 4,754 $ (34) 5 $ 2,975 $ (13) 3 Foreign government 40,287 (465) 45 7,102 (183) 7 States and political subdivisions 7,369 (43) 7 6,267 (98) 7 Corporates 247,613 (2,323) 216 39,767 (1,332) 43 Residential mortgage-backed securities 33,610 (263) 16 2,592 (34) 8 Commercial mortgage-backed securities 60,116 (394) 52 22,149 (516) 25 Other asset-backed securities 32,605 (121) 33 14,819 (103) 19 Total fixed-maturity securities 426,354 (3,643) 95,671 (2,279) Equity securities 1,076 (16) 4 170 (4) 2 Total fixed-maturity and equity securities $427,430 $(3,659) $95,841 $(2,283) 118 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 4 December 31, 2016 Less than 12 months 12 months or longer Fair value Unrealized losses Number of securities Fair value Unrealized losses Number of securities (Dollars in thousands) Fixed-maturity securities: U.S. government and agencies $ 3,668 $ (24) 4 $ — $ — — Foreign government 34,538 (526) 36 3,048 (161) 3 States and political subdivisions 8,902 (129) 12 — — — Corporates 232,070 (3,484) 225 45,471 (2,045) 51 Residential mortgage-backed securities 15,232 (92) 9 3,606 (28) 9 Commercial mortgage-backed securities 33,335 (423) 33 7,663 (47) 11 Other asset-backed securities 48,275 (260) 45 1,315 (43) 3 Total fixed-maturity securities 376,020 (4,938) 61,103 (2,324) Equity securities 4,179 (269) 12 1,852 (244) 8 Total fixed-maturity and equity securities $380,199 $(5,207) $62,955 $(2,568) The amortized cost and fair value of AFS fixed-maturity securities in default were as follows: December 31, 2017 December 31, 2016 Amortized cost Fair value Amortized cost Fair value (In thousands) Fixed-maturity securities in default $503 $654 $5 $125 OTTI recognized in earnings on AFS securities were as follows: Year ended December 31, 2017 2016 2015 (In thousands) OTTI on fixed-maturity securities not in default $1,001 $3,257 $5,108 OTTI on fixed-maturity securities in default 267 121 29 OTTI on equity securities 285 42 1,756 Total OTTI recognized in earnings $1,553 $3,420 $6,893 The securities noted above were considered to be other-than-temporarily impaired due to our intent to sell them; adverse credit events, such as news of an impending filing for bankruptcy; analyses of the issuer’s most recent financial statements or other information in which liquidity deficiencies, significant losses and large declines in capitalization were evident; or analyses of rating agency information for issuances with severe ratings downgrades that indicated a significant increase in the possibility of default. We also recognized OTTI related to invested assets held at the Parent Company that we intended to sell to fund share repurchases, as well as impairments on equity securities where we do not expect to recover its cost basis. As of December 31, 2017, the unrealized losses on our AFS invested asset portfolio were largely Primerica 2017 Annual Report 119 FINANCIAL STATEMENTS — NOTE 4 caused by interest rate sensitivity and changes in credit spreads. We believe that fluctuations caused by movement in interest rates and credit spreads have little bearing on the recoverability of our investments. We do not consider these investments to be other-than-temporarily impaired because we have the ability to hold these investments until maturity or a market price recovery, and we have no present intention to dispose of them. OTTI recognized in earnings for AFS securities were as follows: Year ended December 31, 2017 2016 2015 (In thousands) Total OTTI related to securities which the Company does not intend to sell or more-likely-than-not will not be required to sell: Total OTTI losses recognized $1,476 $1,486 $ 706 Less portion of OTTI recognized in accumulated other comprehensive income (loss) 147 — — OTTI recognized in earnings for securities which the Company does not intend to sell or more-likely than-not will not be required to sell 1,329 1,486 706 OTTI recognized in earnings for securities which the Company intends to sell or more-likely-than-not will be required to sell before recovery 224 1,934 6,187 OTTI recognized in earnings $1,553 $3,420 $6,893 The rollforward of the OTTI recognized in net income for all fixed-maturity securities still held was as follows: Year ended December 31, 2017 2016 (In thousands) Cumulative OTTI recognized in net income for securities still held, beginning of period $ 5,774 $11,856 Additions for securities where no OTTI were recognized prior to the beginning of the period 351 1,694 Additions for securities where OTTI have been recognized prior to the beginning of the period 917 1,684 Reductions due to sales, maturities, calls, amortization or increases in cash flows expected to be collected over the remaining life of credit impaired securities (1,513) (7,114) Reductions for exchanges of securities previously impaired (1,183) (2,346) Cumulative OTTI recognized in net income for securities still held, end of period $ 4,346 $ 5,774 As of December 31, 2017, no OTTI have been recognized on the LLC Note held-to-maturity security. Derivatives.Embedded conversion options associated with fixed-maturity securities are bifurcated from the fixed-maturity security host contracts and separately recognized as equity securities. The change in fair value of these bifurcated conversion options is reflected in realized investment gains (losses), including OTTI losses. As of December 31, 2017 and 2016, the fair value of these bifurcated options was 120 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 5 approximately $0.9 million and $4.3 million, respectively. We have a deferred loss related to closed forward contracts, which were settled several years ago, that were used to mitigate our exposure to foreign currency exchange rates that resulted from the net investment in our Canadian operations. The amount of deferred loss included in accumulated other comprehensive income was approximately $26.4 million as of December 31, 2017 and 2016. These deferred losses will not be recognized until such time as we sell or substantially liquidate our Canadian operations, although we have no such intention. (5) Fair Value of Financial Instruments Fair value is the price that would be received upon the sale of an asset in an orderly transaction between market participants at the measurement date. Fair value measurements are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. We classify and disclose all invested assets carried at fair value in one of the following three categories: • Level 1. Quoted prices for identical instruments in active markets. Level 1 primarily consists of financial instruments whose value is based on quoted market prices in active markets, such as exchange- traded common stocks and actively traded mutual fund investments; • Level 2. Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model- derived valuations in which all significant inputs are observable in active markets. Level 2 includes those financial instruments that are valued using industry-standard pricing methodologies, models or other valuation methodologies. Various inputs are considered in deriving the fair value of the underlying financial instrument, including interest rate and yield curves, credit spread, and foreign exchange rates. All significant inputs are observable, or derived from observable information in the marketplace or are supported by observable levels at which transactions are executed in the marketplace. Financial instruments in this category primarily include: certain public and private corporate fixed-maturity and equity securities; government or agency securities; certain mortgage- and asset- backed securities and bifurcated conversion options; and • Level 3. Valuations derived from valuation techniques in which one or more significant inputs are unobservable. Level 3 consists of financial instruments whose fair value is estimated based on industry-standard pricing methodologies and models using significant inputs not based on, nor corroborated by, readily available market information. Valuations for this category primarily consist of non-binding broker quotes. Financial instruments in this category primarily include less liquid mortgage- and asset-backed securities. As of each reporting period, all assets and liabilities recorded at fair value are classified in their entirety based on the lowest level of input (Level 3 being the lowest) that is significant to the fair value measurement. Significant levels of estimation and judgment are required to determine the fair value of certain of our investments. The factors influencing these estimations and judgments are subject to change in subsequent reporting periods. Primerica 2017 Annual Report 121 FINANCIAL STATEMENTS — NOTE 5 The estimated fair value and hierarchy classifications for assets and liabilities that are measured at fair value on a recurring basis were as follows: December 31, 2017 Level 1 Level 2 Level 3 Total (In thousands) Fair value assets: Available-for-sale fixed-maturity securities: U.S. government and agencies $ — $ 11,813 $— $ 11,813 Foreign government — 144,489 — 144,489 States and political subdivisions — 56,127 — 56,127 Corporates 3,240 1,373,039 3 1,376,282 Residential mortgage-backed securities — 122,544 414 122,958 Commercial mortgage-backed securities — 135,392 — 135,392 Other asset-backed securities — 80,781 — 80,781 Total available-for-sale fixed-maturity securities 3,240 1,924,185 417 1,927,842 Available-for-sale equity securities 39,026 1,931 150 41,107 Trading securities 1,428 4,800 — 6,228 Separate accounts — 2,572,872 — 2,572,872 Total fair value assets $43,694 $4,503,788 $567 $4,548,049 Fair value liabilities: Separate accounts $ — $2,572,872 $— $2,572,872 Total fair value liabilities $ — $2,572,872 $— $2,572,872 122 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 5 December 31, 2016 Level 1 Level 2 Level 3 Total (In thousands) Fair value assets: Available-for-sale fixed-maturity securities: U.S. government and agencies $ — $ 10,474 $ — $ 10,474 Foreign government — 129,306 — 129,306 States and political subdivisions — 45,724 — 45,724 Corporates 3,113 1,322,257 3 1,325,373 Residential mortgage-backed securities — 98,966 585 99,551 Commercial mortgage-backed securities — 109,443 — 109,443 Other asset-backed securities — 65,075 7,492 72,567 Total available-for-sale fixed-maturity securities 3,113 1,781,245 8,080 1,792,438 Available-for-sale equity securities 39,556 5,256 82 44,894 Trading securities 51 7,332 — 7,383 Separate accounts — 2,287,953 — 2,287,953 Total fair value assets $42,720 $4,081,786 $8,162 $4,132,668 Fair value liabilities: Separate accounts $ — $2,287,953 $ — $2,287,953 Total fair value liabilities $ — $2,287,953 $ — $2,287,953 In assessing fair value of our investments, we use a third-party pricing service for approximately 94% of our securities that are measured at fair value on a recurring basis. The remaining securities are primarily thinly traded securities, such as private placements, and are valued using models based on observable inputs on public corporate spreads having similar characteristics (e.g., sector, average life and quality rating) and liquidity and yield based on quality rating, average life and treasury yields. All observable data inputs are corroborated by independent third-party data. In the absence of sufficient observable inputs, we utilize non-binding broker quotes, which are reflected in our Level 3 classification as we are unable to evaluate the valuation technique(s) or significant inputs used to develop the quotes. Therefore, we do not internally develop the quantitative unobservable inputs used in measuring the fair value of Level 3 investments. However, we do corroborate pricing information provided by our third-party pricing servicing by performing a review of selected securities. Our review activities include obtaining detailed information about the assumptions, inputs and methodologies used in pricing the security; documenting this information; and corroborating it by comparison to independently obtained prices and or independently developed pricing methodologies. Furthermore, we perform internal reasonableness assessments on fair value determinations within our portfolio throughout the quarter and at quarter-end, including pricing variance analyses and comparisons to alternative pricing sources and benchmark returns. If a fair value appears unusual relative to these assessments, we will re-examine the inputs and may challenge a fair value assessment made by the pricing service. If there is a known pricing error, we will request a reassessment by the pricing service. If the pricing service is unable to Primerica 2017 Annual Report 123 FINANCIAL STATEMENTS — NOTE 5 perform the reassessment on a timely basis, we will determine the appropriate price by requesting a reassessment from an alternative pricing service or other qualified source as necessary. We do not adjust quotes or prices except in a rare circumstance to resolve a known error. Because many fixed-maturity securities do not trade on a daily basis, third-party pricing services generally determine fair value using industry- standard methodologies, which vary by asset class. For corporates, governments, and agency securities, these methodologies include developing prices by incorporating available market information such as U.S. Treasury curves, benchmarking of similar securities including new issues, sector groupings, quotes from market participants and matrix pricing. Observable information is compiled and integrates relevant credit information, perceived market movements and sector news. Additionally, security prices are periodically back-tested to validate and/or refine models as conditions warrant. Market indicators and industry and economic events are also monitored as triggers to obtain additional data. For certain structured securities (such as mortgage-and asset-backed securities) with limited trading activity, third-party pricing services generally use industry-standard pricing methodologies that incorporate market information, such as index prices or discounting expected future cash flows based on underlying collateral, and quotes from market participants, to estimate fair value. If these measures are not deemed observable for a particular security, the security will be classified as Level 3 in the fair value hierarchy. Where specific market information is unavailable for certain securities, pricing models produce estimates of fair value primarily using Level 2 inputs along with certain Level 3 inputs. These models include matrix pricing. The pricing matrix uses current treasury rates and credit spreads received from third-party sources to estimate fair value. The credit spreads incorporate the issuer’s industry- or issuer-specific credit characteristics and the security’s time to maturity, if warranted. Remaining unpriced securities are valued using an estimate of fair value based on indicative market prices that include significant unobservable inputs not based on, nor corroborated by, market information, including the utilization of non- binding broker quotes. The roll-forward of the Level 3 assets measured at fair value on a recurring basis was as follows: Year ended December 31, 2017 2016 (In thousands) Level 3 assets, beginning of period $ 8,162 $ 783 Net unrealized gains (losses) included in other comprehensive income 232 (23) Realized gains (losses) and accretion (amortization) recognized in earnings, including OTTI 26 7 Purchases — 7,556 Settlements (958) (162) Transfers into Level 3 — 1 Transfers out of Level 3 (1)(6,895) — Level 3 assets, end of period $ 567 $8,162 (1) During the year ended December 31, 2017, transfers out of Level 3 assets primarily consisted of newly issued fixed-maturity securities purchased in the fourth quarter of 2016 for which observable inputs, most notably quoted prices, used to derive valuations were not yet readily available. 124 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 5 We obtain independent pricing quotes based on observable inputs as of the end of the reporting period for all securities in Level 2. Those inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, market bids/ offers, quoted prices for similar instruments in markets that are not active, and other relevant data. We monitor these inputs for market indicators, industry and economic events. We recognize transfers into new levels and out of previous levels as of the end of the reporting period, including interim reporting periods, as applicable. There were no material transfers between Level 1 and Level 2 or between Level 1 and Level 3 during the years ended December 31, 2017 and 2016. Invested assets included in the transfer from Level 3 to Level 2 primarily were fixed-maturity investments for which we were able to obtain independent pricing quotes based on observable inputs. The carrying values and estimated fair values of our financial instruments were as follows: December 31, 2017 December 31, 2016 Carrying value Estimated fair value Carrying value Estimated fair value (In thousands) Assets: Fixed-maturity securities (available-for-sale) $1,927,842 $1,927,842 $1,792,438 $1,792,438 Fixed-maturity securities (held-to-maturity) 737,150 779,472 503,230 513,015 Equity securities (available-for-sale) 41,107 41,107 44,894 44,894 Trading securities 6,228 6,228 7,383 7,383 Policy loans 32,816 32,816 30,916 30,916 Deposit asset underlying 10% coinsurance agreement 217,336 217,336 202,435 202,435 Separate accounts 2,572,872 2,572,872 2,287,953 2,287,953 Liabilities: Notes payable (1)$ 373,288 $ 400,628 $ 372,919 $ 401,340 Surplus note (1)736,381 778,050 502,491 512,669 Separate accounts 2,572,872 2,572,872 2,287,953 2,287,953 (1) Carrying value amounts shown are net of issuance costs. The fair values of financial instruments presented above are estimates of the fair values at a specific point in time using various sources and methods, including market quotations and a complex matrix system that takes into account issuer sector, quality, and spreads in the current marketplace. Recurring fair value measurements.Estimated fair values of investments in AFS fixed-maturity securities are principally a function of current spreads and interest rates that are corroborated by independent third-party data. Therefore, the fair values presented are indicative of amounts we could realize or settle at the respective balance sheet date. We do not necessarily intend to dispose of or liquidate such instruments prior to maturity. Trading securities, which primarily consist of fixed-maturity securities, are carried at fair value. Equity securities, including common and nonredeemable preferred stocks, are carried at fair value. Segregated funds in separate accounts are carried at the underlying value of the variable insurance contracts, which is fair value. Nonrecurring fair value measurements.The estimated fair value of the held-to-maturity fixed-maturity security, which is classified as a Level 3 fair value measurement, is derived using the credit spread on similarly rated debt Primerica 2017 Annual Report 125 FINANCIAL STATEMENTS — NOTE 6 securities and the hypothetical spread of the security’s credit enhancement feature. Policy loans, which are categorized as Level 3 fair value measurements, are carried at the unpaid principal balances. The fair value of policy loans approximate the unpaid principal balances as the timing of repayment is uncertain and the loans are collateralized by the amount of the policy. The deposit asset underlying 10% coinsurance agreement represents the value of the assets necessary to back the economic reserves held in support of the reinsurance agreement. The carrying value of this deposit asset approximates fair value, which is categorized as Level 3 in the fair value hierarchy. Notes payable represent our publicly-traded senior notes and are valued as a Level 2 fair value measurement using the quoted market price for our notes. The estimated fair value of the Surplus Note is derived by using an assumed credit spread we would expect if Vidalia Re was a credit-rated entity and the hypothetical spread of the Surplus Note’s subordinated structure. The Surplus Note is classified as a Level 3 fair value measurement. The carrying amounts for cash and cash equivalents, receivables, accrued investment income, accounts payable, cash collateral and payables for security transactions approximate their fair values due to the short-term nature of these instruments. Consequently, such financial instruments are not included in the above table. (6) Reinsurance We use reinsurance extensively, which has a significant effect on our results of operations. Reinsurance arrangements do not relieve us of our primary obligation to the policyholder. Our reinsurance contracts typically do not have a fixed term. In general, the reinsurers’ ability to terminate coverage for existing cessions is limited to such circumstances as material breach of contract or nonpayment of premiums by the ceding company. Our reinsurance contracts generally contain provisions intended to provide the ceding company with the ability to cede future business on a basis consistent with historical terms. However, either party may terminate any of the contracts with respect to the future business upon appropriate notice to the other party. Generally, the reinsurance contracts do not limit the overall amount of the loss that can be incurred by the reinsurer. Our policy is to limit the amount of life insurance retained on the life of any one person to $1 million. To limit our exposure with any one reinsurer, we monitor the concentration of credit risk we have with our reinsurance counterparties, as well as their financial condition. No credit losses related to our reinsurance counterparties have been experienced by the Company during the three-year period ended December 31, 2017. Reinsurance recoverables represents ceded policy reserve balances and ceded claim liabilities. The amounts of ceded claim liabilities included in reinsurance recoverables that we paid and which are recoverable from those reinsurers were $28.6 million and $30.0 million as of December 31, 2017 and 2016, respectively. Benefits and claims ceded to reinsurers for 2017, 2016, and 2015 were $1,337.3 million, $1,205.6 million, and $1,178.6 million, respectively. In connection with our corporate reorganization that included an initial public offering (“IPO”) of our common stock by Citigroup, Inc. (“Citigroup”), Primerica Life, Primerica Life Canada and NBLIC entered into significant coinsurance transactions (the “IPO coinsurance agreements”) on March 30, 2010 with three insurance companies then affiliated with Citigroup (collectively, the “IPO coinsurers”). Under the IPO coinsurance agreements, we ceded between 80% and 90% of the risks and rewards of our term life insurance policies in force at year-end 2009. Because these agreements were part of a business reorganization among entities under common control, they did not generate any deferred gain or loss upon their execution. Concurrent with signing these agreements, we transferred the corresponding account balances in respect of the coinsured policies along with the assets to support the statutory liabilities assumed by the IPO coinsurers. Each of the account balances transferred were at book value with no gain or loss recorded in net income. Beginning in 2017, 126 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 6 policies reaching the end of their initial term period are no longer ceded under the IPO coinsurance transactions, but the existing YRT reinsurance already in place prior to the IPO will continue. Three of the IPO coinsurance agreements satisfy U.S. GAAP risk transfer rules. Under these agreements, we ceded between 80% and 90% of our term life future policy benefit reserves, and we transferred a corresponding amount of assets to the IPO coinsurers. These transactions did not impact our future policy benefit reserves. As such, we have recorded an asset for the same amount of risk transferred in reinsurance recoverables. We also reduced DAC by a corresponding amount, which reduces future amortization expenses. In addition, we are transferring between 80% and 90% of all future premiums and benefits and claims associated with these policies to the corresponding reinsurance entities. We receive ongoing ceding allowances, which are reflected as a reduction to insurance expenses, to cover policy and claims administration expenses as well as certain corporate overhead charges under each of these reinsurance contracts. The largest of the IPO coinsurance agreements is a coinsurance agreement originally between Primerica Life and Prime Reinsurance Company (“Prime Re”), an affiliate of Citigroup, where we ceded to Prime Re 80% of our U.S. (except New York) term life insurance business in force at year-end 2009 (the “80% U.S. Coinsurance Agreement”). Beginning on January 1, 2016, Pecan Re Inc. (“Pecan Re”), an insurance company owned by Swiss Re Life & Health America Inc. (“Swiss Re”), assumed Prime Re’s obligations under the 80% U.S. Coinsurance Agreement through a novation agreement (the “Swiss Re Novation Agreement”). In addition, the counterparties to the related trust and capital maintenance agreements that provide Primerica Life with statutory reinsurance credit for the 80% U.S. Coinsurance Agreement were replaced by Pecan Re and Swiss Re, respectively. No material terms and conditions of the 80% U.S. Coinsurance Agreement and the related trust and capital maintenance agreements were modified. We have also ceded 80% of our Canadian term life insurance business in force at year-end 2009 in an IPO coinsurance agreement (the “80% Canada Coinsurance Agreement”) originally between Primerica Life Canada and Financial Reassurance Company 2010, Ltd. (“FRAC”). On September 23, 2016, Munich American Reassurance Company acquired FRAC from Citigroup. As part of this transaction, Munich Re of Malta, an insurance company owned by Munich American Reassurance Company, ultimately assumed FRAC’s obligations under the 80% Canada Coinsurance Agreement through a novation agreement (the “Munich Re Novation Agreement”). No material terms and conditions of the 80% Canada Coinsurance Agreement were modified. In a fourth IPO coinsurance agreement, (the “10% Coinsurance Agreement”), we have ceded to Prime Re 10% of our U.S. (except New York) term life insurance business in force at year-end 2009 subject to an experience refund provision. As the 10% Coinsurance Agreement includes an experience refund provision, it does not satisfy U.S. GAAP risk transfer rules. As a result, we have accounted for this contract using deposit method accounting and have recognized a deposit asset in other assets on our consolidated balance sheets for assets backing the economic reserves. The deposit asset held in support of this agreement was $217.3 million and $202.4 million at December 31, 2017 and 2016, respectively. We make contributions to the deposit asset during the life of the agreement to fulfill our responsibility of funding the economic reserve. Themarketreturnonthedepositassetis reflected in net investment income during the life of the agreement. Prime Re is responsible for ensuring that there are sufficient assets to meet all statutory requirements. In exchange for our consent to the Swiss Re Novation Agreement discussed above, the finance charge on the statutory reserves in excess of economic reserves funded by Prime Re in support of the 10% Coinsurance Agreement was reduced from 3.0% to 2.0% beginning on July 1, 2015 and then from 2.0% to 0.5% beginning on January 1, 2016. This finance charge is reflected in interest expense in our consolidated statements of income. Primerica 2017 Annual Report 127 FINANCIAL STATEMENTS — NOTE 6 The following table represents the Company’s in-force life insurance at December 31, 2017 and 2016: December 31, 2017 December 31, 2016 (Dollars in thousands) Direct life insurance in force $ 767,001,938 $ 731,822,070 Amounts ceded to other companies (668,446,638) (643,364,460) Net life insurance in force $ 98,555,300 $ 88,457,610 Percentage of reinsured life insurance in force 87% 88% Reinsurance recoverables includes ceded reserve balances and ceded claim liabilities. Reinsurance recoverables and financial strength ratings by reinsurer were as follows: December 31, 2017 December 31, 2016 Reinsurance recoverables A.M. Best rating Reinsurance recoverables A.M. Best rating (In thousands) Pecan Re Inc. (1) (2)$2,725,795 NR $2,754,424 NR SCOR Global Life Reinsurance Companies (3)354,458 A+ 355,759 A Munich Re of Malta (2) (5)302,391 NR 282,382 NR Swiss Re Life & Health America Inc. (4)245,543 A+ 249,299 A+ American Health and Life Insurance Company (2)172,956 B 176,010 B Munich American Reassurance Company 112,841 A+ 106,471 A+ Korean Reinsurance Company 102,915 A 96,921 A RGA Reinsurance Company 90,037 A+ 84,473 A+ Hannover Life Reassurance Company 32,250 A+ 22,929 A+ TOA Reinsurance Company 24,619 A 23,977 A+ All other reinsurers 41,368 — 40,917 — Reinsurance recoverables $4,205,173 $4,193,562 NR – not rated (1) Pecan Re Inc. is a wholly owned subsidiary of Swiss Re Life & Health America Inc. (2) Includes balances ceded under coinsurance transactions of term life insurance policies that were in force as of December 31, 2009. Amounts shown are net of their share of the reinsurance receivable from other reinsurers. (3) Includes amounts ceded to Transamerica Reinsurance Companies and fully retroceded to SCOR Global Life Reinsurance Companies. (4) Includes amounts ceded to Lincoln National Life Insurance and fully retroceded to Swiss Re Life & Health America Inc. (5) This entity, which is rated AA- by S&P, ultimately assumed FRAC’s obligations under the 80% Canada Coinsurance Agreement as a result of the Munich Re Novation Agreement. Certain reinsurers with which we do business receive group ratings. Individually, those reinsurers are SCOR Global Life Americas Reinsurance Company, SCOR Global Life U.S.A. Reinsurance Company, SCOR Global Life Re Insurance Company of Delaware, and SCOR Global Life of Canada. The IPO coinsurance agreements include provisions to ensure that Primerica Life, Primerica Life Canada and NBLIC receive full regulatory credit for the reinsurance treaties. Under these agreements, the ceded business can be recaptured with no fee in the event the IPO reinsurers do not comply with the various 128 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 7 safeguard provisions in their respective IPO coinsurance agreements. Pecan Re also has entered into a capital maintenance agreement requiring Swiss Re to provide additional funding, if needed, at any point during the term of the agreement up to the maximum as described in the capital maintenance agreement. (7) Deferred Policy Acquisition Costs We defer incremental direct costs of successful contract acquisitions that result directly from and are essential to the contract transaction(s) and that would not have been incurred had the contract transaction(s) not occurred. The amortization of DAC associated with term life insurance policies requires us to make certain assumptions regarding persistency, expenses, interest rates and claims. These assumptions may not be modified, or unlocked, unless recoverability testing deems them to be inadequate. We update assumptions for new business to reflect the most recent experience. For DAC associated with Canadian segregated funds, the assumptions used in determining amortization expense are evaluated regularly and are updated if actual experience or other evidence suggests revisions to earlier estimates are appropriate. DAC amortization for term life insurance policies is affected by differences between the original assumptions used for persistency, expenses, interest rates and claims and actual results and are recognized in the period in which the change occurs. For policies underlying the Canadian segregated funds, gross profits and the resulting DAC amortization will vary with actual fund returns, redemptions and expenses. Due to the inherent uncertainties in making assumptions about future events, materially different experience from expected results could result in a material increase or decrease of DAC amortization in a particular period. In determining DAC amortization expense for term life insurance policies, we use interest rates available at the time a policy is issued. For policies issued in 2010 and after, we have been using an increasing interest rate assumption based on the historically low interest rate environment. Interest rate assumptions at December 31, 2017 and 2016 ranged from 3.5% to 7.0%. DAC is subject to recoverability testing annually and when impairment indicators exist. The recoverability of DAC is dependent on the future profitability of the related policies, which, in turn, is dependent principally upon mortality, persistency, investment returns, and the expense of administering the business, as well as upon certain economic variables, such as inflation. The balances and activity in DAC were as follows: Year ended December 31, 2017 2016 2015 (In thousands) DAC balance, beginning of period $1,713,065 $1,500,259 $1,351,180 Capitalization 433,575 387,396 339,639 Amortization (209,399) (180,582) (157,727) Foreign exchange translation and other 14,651 5,992 (32,833) DAC balance, end of period $1,951,892 $1,713,065 $1,500,259 Primerica 2017 Annual Report 129 FINANCIAL STATEMENTS — NOTE 8 (8) Separate Accounts The Funds primarily consist of a series of branded investment funds known as the Asset Builder Funds, a registered retirement fund known as the Strategic Retirement Income Fund (“SRIF”), and a money market fund known as the Cash Management Fund. The principal investment objective of the Asset Builder Funds is to achieve long-term growth while preserving capital. The principal objective of the SRIF is to provide a stream of investment income during retirement plus the opportunity for modest capital appreciation. The Asset Builder Funds and the SRIF use diversified portfolios of publicly-traded Canadian stocks, investment- grade corporate bonds, Government of Canada bonds, and foreign equity investments to achieve their objectives. The Cash Management Fund invests in government guaranteed short- term bonds and short-term commercial and bank papers, with the principal investment objective being the provision of interest income while maintaining liquidity and preserving capital. Under these contract offerings, benefit payments to contract holders or their designated beneficiaries are only due upon death of the annuitant or upon reaching a specific maturity date. Benefit payments are based on the value of the contract holder’s units in the portfolio at the payment date, but are guaranteed to be no less than 75% of the contract holder’s contribution, adjusted for withdrawals. Account values are not guaranteed for withdrawn units if contract holders make withdrawals prior to the maturity dates. Maturity dates for contracts investing in the Asset Builder Funds and Cash Management Fund vary by contract and range from 10 years from the contract issuance date to December 31, 2070. Contracts investing in the SRIF mature when the policyholder reaches age 100, which is a minimum of 20 years after issue. The SRIF is designed to provide periodic retirement income payments and as such, regular withdrawals, subject to legislated minimums, are anticipated. The cumulative effects of the periodic withdrawals are expected to substantially reduce both account and minimum guaranteed values prior to maturity. Both the asset and the liability for the separate accounts reflect the net value of the underlying assets in the portfolio as of the reporting date. Primerica Life Canada’s exposure to losses under the guarantee at the time of account maturity is limited to contract holder accounts that have declined in value more than 25%, adjusted for withdrawals, since the contribution date prior to maturity. Because maturity dates are of a long- term nature, the likelihood guarantee payments are required at any given point is very small. Additionally, the portfolios consist of a very large number of individual contracts, further spreading the risk related to the guarantee being exercised upon death. The length of the contract terms provides significant opportunity for the underlying portfolios to recover any short-term losses prior to maturities or deaths of the contract holders. Furthermore, the Funds’ investment allocations are aligned with the maturity risks of the related contracts and include investments in Government Strip Bonds and floating-rate notes. We periodically assess the exposure related to these contracts to determine whether any additional liability should be recorded. As of December 31, 2017 and 2016, an additional liability for these contracts was deemed to be unnecessary. 130 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 9 The following table represents the fair value of assets supporting separate accounts by major investment category: Year ended December 31, 2017 2016 (In thousands) Fixed-income securities $1,095,968 $ 999,435 Equity securities 1,431,158 1,264,270 Cash and cash equivalents 47,860 30,064 Due to/from funds (2,220) (5,941) Other 106 125 Total separate accounts assets $2,572,872 $2,287,953 (9) Policy Claims and Other Benefits Payable Changes in policy claims and other benefits payable were as follows: Year ended December 31, 2017 2016 2015 (In thousands) Policy claims and other benefits payable, beginning of period $ 268,136 $ 238,157 $ 245,829 Less reinsured policy claims and other benefits payable 323,195 263,003 264,049 Net balance, beginning of period (55,059) (24,846) (18,220) Incurred related to current year 162,256 143,518 138,139 Incurred related to prior years (1)2,230 (522) 212 Total incurred 164,486 142,996 138,351 Claims paid related to current year, net of reinsured policy claims received (181,670) (203,015) (167,621) Reinsured policy claims received related to prior years, net of claims paid 57,192 29,546 23,661 Total paid (124,478) (173,469) (143,960) Foreign currency translation 315 260 (1,017) Net balance, end of period (14,736) (55,059) (24,846) Add reinsured policy claims and other benefits payable 322,137 323,195 263,003 Balance, end of period $ 307,401 $ 268,136 $ 238,157 (1) Includes the difference between our estimate of claims incurred but not yet reported at year end and the actual incurred claims reported after year end. Primerica 2017 Annual Report 131 FINANCIAL STATEMENTS — NOTE 10 See Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) for details regarding the accounting for policyholder liabilities. (10) Debt Notes Payable.Notes payable consisted of the following: December 31, 2017 December 31, 2016 (Dollars in thousands) 4.75% Senior Notes, due July 15, 2022 $375,000 $375,000 Unamortized issuance discount on notes payable (300) (359) Total notes payable $374,700 $374,641 At December 31, 2017, we had $375.0 million in principal amount of publicly-traded, senior unsecured notes (the “Senior Notes”). The Senior Notes were issued in 2012 at a price of 99.843% of the principal amount with an annual interest rate of 4.75%, payable semi-annually in arrears on January 15 and July 15, and are scheduled to mature on July 15, 2022. As of December 31, 2017, we were in compliance with the covenants of the Senior Notes. No events of default occurred on the Senior Notes during the year ended December 31, 2017. As unsecured senior obligations, the Senior Notes rank equally in right of payment with all existing and future unsubordinated indebtedness and senior to all existing and future subordinated indebtedness of the Parent Company. The Senior Notes are structurally subordinated in right of payment to all existing and future liabilities of our subsidiaries. In addition, the Senior Notes contain covenants that restrict our ability to, among other things, create or incur any indebtedness that is secured by a lien on the capital stock of certain of our subsidiaries, and merge, consolidate or sell all or substantially all of our properties and assets. Surplus Note.In May 2017, Primerica Life and Vidalia Re amended the Vidalia Re Coinsurance Agreement (the “Expanded Vidalia Re Coinsurance Agreement”) whereby Primerica Life ceded level- premium term life insurance policies issued in 2015 and 2016 to Vidalia Re effective June 30, 2017. The Expanded Vidalia Re Coinsurance Agreement also provides the option for Primerica Life to cede level-premium term life insurance policies issued in 2017 to Vidalia Re at a future date. Concurrent with the execution of the Expanded Vidalia Re Coinsurance Agreement, Vidalia Re entered into an amendment to the Surplus Note Purchase Agreement (the “Expanded Surplus Note Purchase Agreement”) with Hannover Re and the LLC. Under the Expanded Surplus Note Purchase Agreement, the capacity of the principal amount of both the Surplus Note and the credit-enhanced LLC Note will be increased over time in accordance with the expanded amount of policy reserves being contractually supported under the Expanded Vidalia Re Coinsurance Agreement. The maturity date of both notes has been extended from December 31, 2029 to December 31, 2030. Based on the estimated reserves for ceded policies issued in 2011 through 2016, the principal amounts of the Surplus Note and the LLC Note are expected to reach approximately $1.3 billion each. The amended financing arrangement remains non- recourse to the Parent Company and Primerica Life, meaning that neither of these companies has guaranteed the Surplus Note or is otherwise liable for reimbursement for any payments triggered by the credit enhancement feature. The Parent Company has agreed to support Vidalia Re’s obligation to pay the credit enhancement fee incurred on the LLC Note. No other material terms or conditions of the original Surplus Note Purchase Agreement were modified under the Expanded Surplus Note Purchase Agreement. As of December 31, 2017, the principal amount outstanding on the Surplus Note issued by Vidalia Re was approximately $737.2 million, which is equal to the principal amount of the LLC Note. See Note 4 (Investments) for more information on the LLC Note. Revolving Credit Facility.On December 19, 2017, we entered into a new $200.0 million five- year unsecured revolving credit facility 132 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 11 (“Revolving Credit Facility”) with a syndicate of commercial banks. Amounts outstanding under the Revolving Credit Facility bear interest at a periodic rate equal to LIBOR or the base rate, plus in either case an applicable margin. The Revolving Credit Facility also permits the issuance of letters of credit. The applicable margins are based on our debt rating with such margins for LIBOR rate loans and letters of credit ranging from 1.125% to 1.625% per annum and for base rate loans ranging from 0.125% to 0.625% per annum. Under the Revolving Credit Facility, we incur a commitment fee that is payable quarterly in arrears and is determined by our debt rating. This commitment fee ranges from 0.125% to 0.225% per annum of the aggregate $200 million commitment of the lenders under the Revolving Credit Facility. As of December 31, 2017, no amounts have been drawn under the Revolving Credit Facility and we were in compliance with its covenants. Furthermore, no events of default have occurred under the Revolving Credit Facility. (11) Income Taxes On December 22, 2017, the Tax Reform Act was enacted in the United States, which includes a broad range of tax reforms affecting businesses, including corporate tax rates, business deductions, and international tax provisions. Under U.S. GAAP, the effects of new legislation are recognized upon enactment, which, for federal legislation, is the date the president signs a bill into law. Accordingly, we have recognized the tax effects of the Tax Reform Act during the year ended December 31, 2017. Amounts recognized as of December 31, 2017 represent reasonable estimates based on obtaining, preparing, and analyzing the information necessary to account for the tax effects of the Tax Reform Act under Accounting Standards Codification Topic 740 (“ASC 740”). However, the breadth and complexity of reforms included in the Tax Reform Act combined with the lack of precedent in its application may result in changes to the tax effects recognized when interpretations of the legislation are finalized, including the Company’s application of any additional guidance that may be issued by U.S. tax authorities. The Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118 which allows companies to recognize provisional amounts for the tax effects resulting from the enactment of the Tax Reform Act for which the accounting under ASC 740 is incomplete but a reasonable estimate can be determined. Adjustments to these provisional amounts, if any, are to be completed within a measurement period not to exceed one year. Specifically, the Company identified the following areas that are incomplete and susceptible to adjustment when the necessary information is available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting: • The Company does not have the information necessary to make a policy election for whether it will account for any taxes, to which it may be subject, in regard to global intangible low-taxed income, as recognized as incurred or recognized as deferred taxes. As such, no tax effects have been recognized as of December 31, 2017 for the global intangible low-taxed income provisions of the Tax Reform Act. • A provisional amount for the mandatory deemed repatriation of Canadian earnings has been recognized as of December 31, 2017. However, the provisional amount could be subject to change upon completion of the Company’s total post- 1986 foreign earnings and profits calculation and foreign tax credit determination as of the dates specified in the Tax Reform Act. • A provisional amount has been recognized for the timing difference for the haircut on deductibility of future policy benefit reserves prescribed in the Tax Reform Act. However, the provisional amount could be subject to change upon the Company’s final computation of the prescribed haircut as it relates to insurance contracts identified with cash value features. Adjustments to the provisional amount are not expected to impact the Company’s effective income tax rate or net deferred tax liability position but could impact the timing of when such temporary differences are eliminated. Primerica 2017 Annual Report 133 FINANCIAL STATEMENTS — NOTE 11 We expect to finalize our analysis of the incomplete areas and make any necessary adjustments during the second half of 2018. Income tax expense.Income tax expense (benefit) consists of the following: Current Deferred Total (In thousands) Year ended December 31, 2017 Federal $53,084 $(46,622) $ 6,462 Foreign 28,613 (7,166) 21,447 State and local 1,356 — 1,356 Total tax expense $83,053 $(53,788) $ 29,265 Year ended December 31, 2016 Federal $47,980 $ 50,758 $ 98,738 Foreign 23,102 (4,710) 18,392 State and local 2,783 (1,732) 1,051 Total tax expense $73,865 $ 44,316 $118,181 Year ended December 31, 2015 Federal $46,175 $ 36,723 $ 82,898 Foreign 14,600 3,161 17,761 State and local 2,043 (1,592) 451 Total tax expense $62,818 $ 38,292 $101,110 Effective tax rate reconciliation.Total income tax expense is different from the amount determined by multiplying income before income taxes by the U.S. statutory federal tax rate of 35% in effect through December 31, 2017. 134 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 11 The reconciliation for such difference follows: Year ended December 31, 2017 2016 2015 Amount Percentage Amount Percentage Amount Percentage (Dollars in thousands) Computed tax expense $132,832 35.0% $118,158 35.0% $101,843 35.0% Difference between foreign statutory rate and U.S. statutory rate (6,668) (1.8)% (5,665) (1.7)% (5,531) (1.9)% Residual U.S. income taxes on foreign earnings not permanently reinvested – prior to the enactment of the Tax Reform Act 4,212 1.1% 3,855 1.1% 3,810 1.3% Excess tax benefits recognized on share-based compensation (6,051) (1.6)% — — % — — % Transition impact of the Tax Reform Act (95,457) (25.1)% — — % — — % Recognition of foreign tax credits (40,386) (10.6)% — — % — — % Change in valuation allowance on foreign tax credits 40,386 10.6% — — % — — % Other 397 0.1% 1,833 0.6% 988 0.3% Total tax expense /effective rate $ 29,265 7.7% $118,181 35.0% $101,110 34.7% Primerica 2017 Annual Report 135 FINANCIAL STATEMENTS — NOTE 11 Deferred tax assets and liabilities.The main components of deferred income tax assets and liabilities were as follows: December 31, 2017 2016 (In thousands) Deferred tax assets: Future policy benefit reserves and unpaid policy claims $ 206,794 $ 223,845 Intangibles and tax goodwill 19,436 36,261 Future deductible liabilities 10,235 19,831 Share-based compensation 7,288 15,592 State income taxes 12,521 11,425 Foreign tax credits 40,386 — Other 2,857 103 Total deferred tax assets before valuation allowance 299,517 307,057 Valuation allowance on foreign tax credits (40,386) — Total deferred tax assets after valuation allowance $ 259,131 $ 307,057 Deferred tax liabilities: Deferred policy acquisition costs $(275,388) $(366,144) Timing difference for haircut on deductibility of future policy benefit reserves prescribed in the Tax Reform Act (22,307) — Investments (9,884) (16,769) Unremitted earnings on foreign subsidiaries (2,614) (2,700) Reinsurance deposit asset (45,641) (70,852) Other (7,255) (11,864) Total deferred tax liabilities (363,089) (468,329) Net deferred tax liabilities $(103,958) $(161,272) The majority of total deferred tax assets are attributable to future policy benefit reserves and unpaid policy claims, which represents the difference between the financial statement carrying value and tax basis for liabilities related to future policy benefits. The tax basis for future policy benefit reserves and unpaid policy claims is actuarially determined in accordance with guidelines set forth in the Internal Revenue Code. The majority of total deferred tax liabilities are attributable to DAC, which represents the difference between the policy acquisition costs capitalized for U.S. GAAP purposes and those capitalized for tax purposes, as well as the difference in the resulting amortization methods. Prior to the enactment of the Tax Reform Act, deferred income tax assets and liabilities were measured using the 35% U.S. federal statutory tax rate that was expected to be applicable when those temporary differences were recognized in taxable income. The Tax Reform Act reduced the U.S. federal statutory tax rate from 35% to 21% effective January 1, 2018. The reduction in the U.S. federal statutory tax rate used to measure our net deferred tax liabilities as of the enactment date of approximately $98.5 million was recorded as a benefit to income tax expense during the year ended December 31, 2017. 136 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 11 Deferred tax liabilities associated with net unrealized gains from our AFS investments were originally established through OCI. Under ASC 740, the remeasurement of all deferred taxes, even those associated with net unrealized gains from AFS investments, resulting from the change in the statutory tax rate are recognized through income tax expense. As a result, we recognized an income tax benefit of approximately $7.8 million during the year ended December 31, 2017 to remeasure our U.S. deferred tax liabilities associated with net unrealized gains from AFS investments at the newly enacted 21% U.S. federal statutory tax rate. The stranded component, which is also equal to $7.8 million, remains in accumulated OCI as of December 31, 2017. On February 14, 2018, the FASB issued Accounting Standards Update No. 2018-02 (“ASU 2018-02”),Income Statement—Reporting Comprehensive Income (Topic 220)— Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,a narrow-scoped accounting standards update that allows companies to make an election to eliminate the stranded component within accumulated OCI by reclassifying this amount to retained earnings upon adoption. We expect to adopt ASU 2018-02 in the first quarter of 2018 and reclassify the stranded component from accumulated OCI to retained earnings at that time. The Company has state net operating losses resulting in a deferred tax asset of approximately $12.2 million, which are available for use through 2035. The Company has no other material net operating loss or credit carryforwards other than foreign tax credit carryforwards. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, carryback and carryforward periods, and tax planning strategies in making this assessment. As of December 31, 2017, management identified excess foreign tax credits of approximately $40.4 million that could not be used to offset the mandatory deemed repatriation of foreign earnings tax stipulated by the Tax Reform Act and believes it will not be able to utilize these foreign tax credits in the future. Therefore, the Company established a deferred tax asset for these foreign tax credits with a corresponding full valuation allowance. With the exception of these foreign tax credits, management believes that it is more likely than not that the results of future operations will generate sufficient taxable income to realize its deferred tax assets. Therefore, there were no other deferred tax asset valuation allowances at December 31, 2017 or 2016. Controlled foreign corporations. The Company has direct ownership of a group of controlled foreign corporations in Canada. During the year ended December 31, 2017, we have recognized a one-time charge of approximately $3.0 million for the inclusion of mandatory deemed repatriation of foreign earnings payable to the U.S. government due to the enactment of the Tax Reform Act. This charge represents the provisional amount of incremental tax expense recognized for the mandatory deemed repatriation of Canadian earnings for which we had asserted a position of permanent reinvestment prior to the enactment of the Tax Reform Act. In response to the provisions of the Tax Reform Act, we have not made a permanent reinvestment assertion for any unremitted earnings in Canada as of December 31, 2017; therefore, we have also established a deferred tax liability to account for Canadian withholding taxes that will occur upon repatriation of such earnings. The Company has not provided for any additional outside basis difference for the amount of book basis in excess of tax basis in its Canadian subsidiaries, as there are no intentions to sell or substantially liquidate our Canadian operations. Furthermore, it is not practicable to determine the amount of the unrecognized deferred tax liability related to any additional outside basis difference in these entities. Unrecognized tax benefits.The total amount of unrecognized benefits on uncertain tax positions that, if recognized, would affect our effective tax rate was approximately $13.4 Primerica 2017 Annual Report 137 FINANCIAL STATEMENTS — NOTE 12 million and $11.7 million as of December 31, 2017 and 2016, respectively. We recognize interest expense related to unrecognized tax benefits in tax expense net of federal income tax. As of December 31, 2017 and 2016, the total amount of accrued interest and penalties in the consolidated balance sheets was approximately $1.9 million and $2.1 million, respectively. Additionally, we recognized interest related to unrecognized tax benefits in the consolidated statements of income of less than $0.3 million of expense in 2017, 2016, and 2015. A reconciliation of the change in the unrecognized income tax benefit for the years ended December 31, 2017 and 2016 is as follows: December 31, 2017 2016 (In thousands) Unrecognized tax benefits, beginning of period $14,811 $13,939 Change in prior period unrecognized tax benefits 91 8 Change in current period unrecognized tax benefits 2,855 2,840 Reductions as a result of a lapse in statute of limitations (3,372) (1,976) Unrecognized tax benefits, end of period $14,385 $14,811 We have no penalties included in calculating our provision for income taxes. There is no significant change that is reasonably possible to occur within twelve months of the reporting date. The major tax jurisdictions in which we operate are the United States and Canada. We are currently open to tax audit by the Internal Revenue Service for the year ended December 31, 2014 and thereafter for federal income tax purposes. We are currently open to audit in Canada for tax years ended December 31, 2013 and thereafter for federal and provincial income tax purposes. (12) Stockholders’ Equity A reconciliation of the number of shares of our common stock follows: Year ended December 31, 2017 2016 2015 (In thousands) Common stock, beginning of period 45,721 48,297 52,169 Shares issued for stock options exercised 38 148 89 Shares of common stock issued upon lapse of RSUs 504 516 574 Common stock retired (2,012) (3,240) (4,535) Common stock, end of period 44,251 45,721 48,297 The above reconciliation excludes RSUs and PSUs, which do not have voting rights. As sales restrictions on RSUs lapse and PSUs are earned, we issue common shares with voting rights. As of December 31, 2017, we had a total of 874,107 RSUs and 54,431 PSUs outstanding. The PSU outstanding balance is based on the targeted number of PSUs outlined in the award agreement; however, the actual number of PSUs that vest could be higher or lower based on actual versus targeted performance. See Note 14 (Share Based Transaction) for discussion of the PSU award structure. 138 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 13 On November 17, 2016, our Board of Directors authorized a share repurchase program for up to $200.0 million of our outstanding common shares (the “share repurchase program”) for purchases through June 30, 2018. Under the share repurchase program, we repurchased 1,911,380 shares of our common stock in the open market for an aggregate purchase price of approximately $150.0 million through December 31, 2017. Approximately $50.0 million remains for repurchases of our outstanding common stock under the share repurchase program as of December 31, 2017. On February 6, 2018, our Board of Directors authorized a new share repurchase program for up to $275.0 million of our outstanding common stock (including $50.0 million remaining from the prior repurchase program) for purchases through June 30, 2019. (13) Earnings Per Share The Company has outstanding common stock and equity awards that consist of RSUs, PSUs and stock options. The RSUs maintain non- forfeitable dividend rights that result in dividend payment obligations on a one-to-one ratio with common shares for any future dividend declarations. Unvested RSUs are deemed participating securities for purposes of calculating EPS as they maintain dividend rights. We calculate EPS using the two-class method. Under the two-class method, we allocate earnings to common shares and vested RSUs outstanding for the period. Earnings attributable to unvested participating securities, along with the corresponding share counts, are excluded from EPS as reflected in our consolidated statements of income. In calculating basic EPS, we deduct from net income any dividends and undistributed earnings allocated to unvested RSUs and then divide the result by the weighted-average number of common shares and vested RSUs outstanding for the period. We determine the potential dilutive effect of PSUs and stock options outstanding (“contingently-issuable shares”) on EPS using the treasury-stock method. Under this method, we determine the proceeds that would be received from the issuance of the contingently- issuable shares if the end of the reporting period were the end of the contingency period. The proceeds from the contingently-issuable shares include: the remaining unrecognized compensation expense of the awards, and the cash received for the exercise price on stock options. We then use the average market price of our common shares during the period the contingently-issuable shares were outstanding to determine how many shares we could repurchase with the proceeds raised from the issuance of the contingently-issuable shares. The net incremental share count issued represents the potential dilutive securities. We then reallocate earnings to common shares and vested RSUs by incorporating the increased fully-diluted share count to determine diluted EPS. Primerica 2017 Annual Report 139 FINANCIAL STATEMENTS — NOTE 14 The calculation of basic and diluted EPS was as follows: Year ended December 31, 2017 2016 2015 (In thousands, except per-share amounts) Basic EPS: Numerator: Net income $350,255 $219,414 $189,871 Income attributable to unvested participating securities (2,526) (1,835) (1,572) Net income used in calculating basic EPS $347,729 $217,579 $188,299 Denominator: Weighted-average vested shares 45,598 47,411 50,881 Basic EPS $ 7.63 $ 4.59 $ 3.70 Diluted EPS: Numerator: Net income $350,255 $219,414 $189,871 Income attributable to unvested participating securities (2,521) (1,833) (1,571) Net income used in calculating diluted EPS $347,734 $217,581 $188,300 Denominator: Weighted-average vested shares 45,598 47,411 50,881 Dilutive effect of incremental shares to be issued for contingently issuable shares 91 42 32 Weighted-average shares used in calculating diluted EPS 45,689 47,453 50,913 Diluted EPS $ 7.61 $ 4.59 $ 3.70 (14) Share-Based Transactions The Company has outstanding equity awards under the Primerica, Inc. Second Amended and Restated 2010 Omnibus Incentive Plan (“OIP”). The OIP provides for the issuance of equity awards, including stock options, stock appreciation rights, restricted stock, deferred stock, RSUs, PSUs, unrestricted stock, as well as cash-based awards. In addition to time-based vesting requirements, awards granted under the OIP also may be subject to specified performance criteria. Since 2010, the Company has issued equity awards to our management (officers and other key employees), non- employees who serve on our Board of Directors (“directors”), and sales force leaders under the OIP. As of December 31, 2017, we had approximately 2.0 million shares available for future grants under this plan. Employee and Director Share-Based Compensation.As of December 31, 2017, the Company had outstanding RSUs, PSUs, and stock options issued to our management (officers and other key employees), as well as RSUs issued to our directors, under the OIP. RSUs. • RSUs granted to management have time- based vesting requirements with equal and annual graded vesting over approximately 140 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 14 three years subsequent to the grant date, but also provide for such awards to vest upon voluntary termination of employment by any employee who is “retirement eligible” as of his or her termination date. In order to be retirement eligible, an employee must be at least 55 years old and his or her age plus years of service with the Company must equal at least 75. • RSUs granted to directors have time-based vesting requirements with equal and annual graded vesting over four quarters subsequent to the grant date. • In addition, certain directors elected to defer their cash and/or equity retainers into deferred RSUs, which vest immediately or, if applicable, on the dates the RSUs would have vested. All of our outstanding employee and director RSU awards are eligible for dividend equivalents regardless of vesting status. We recognized expense and tax benefit offsets as follows for employee and director share- based compensation: Year ended December 31, 2017 2016 2015 (In thousands) Total equity awards expense recognized $11,364 $11,067 $13,839 Tax benefit associated with total employee and director share-based compensation 1,893 3,715 4,668 The following table summarizes employee and director restricted stock and RSU activity during the years ended December 31, 2017, 2016, and 2015. Shares Weighted-average measurement-date fair value per share (Shares in thousands) Unvested employee and director restricted stock and RSUs, December 31, 2014 580 $34.67 Granted 246 52.75 Forfeited (8) 41.98 Vested (428) 35.43 Unvested employee and director restricted stock and RSUs, December 31, 2015 390 45.07 Granted 225 42.86 Forfeited — — Vested (219) 42.28 Unvested employee and director RSUs, December 31, 2016 396 45.37 Granted 130 80.33 Forfeited (1) 57.53 Vested (213) 46.54 Unvested employee and director RSUs, December 31, 2017 312 $59.10 Primerica 2017 Annual Report 141 FINANCIAL STATEMENTS — NOTE 14 As of December 31, 2017, total compensation cost not yet recognized in our financial statements related to employee and director RSU awards with time-based vesting conditions yet to be reached was approximately $3.4 million, and the weighted-average period over which cost will be recognized was 0.8 years. PSUs. In 2016 the Company began issuing PSUs to certain of its executive officers under the OIP as part of their annual equity compensation. PSU awards include a performance target of a specified average annual Return on Adjusted Equity (“ROAE”) for the Company over a three- year performance period, as well as a threshold ROAE and an ROAE at which the maximum number of shares can be earned. Awards cliff vest two months after the performance period ends. Depending on the ROAE achieved within the specified range, recipients may receive shares of common stock equal to between 0% and 150% of the number of PSUs granted. In addition, PSUs accrue forfeitable dividend equivalents, which are also paid out based on the number of shares earned. PSU awards provide for vesting upon the voluntary termination of employment by any employee who is “retirement eligible” as of his or her termination date. The number of shares that will be earned for a retirement-eligible employee is equal to the amount calculated using the Company’s actual average annual three-year ROAE ending on the last day of the performance period, even if that employee retires prior to the completion of the performance period. In connection with our granting of PSU awards, we recognized expense and tax benefit offsets as follows: Year ended December 31, 2017 2016 2015 (In thousands) Total employee PSU award expense $2,761 $614 n/a Tax benefit associated with total employee PSU award expense 187 215 n/a The following table summarizes PSU activity during the years ended December 31, 2017 and 2016. Shares Weighted-average measurement-date fair value per share (Shares in thousands) Unvested employee PSUs, December 31, 2015 — n/a Granted 18 $41.88 Forfeited — — Vested — — Unvested employee PSUs, December 31, 2016 18 41.88 Granted 36 80.45 Forfeited — — Vested — — Unvested employee PSUs, December 31, 2017 54 $67.42 (1) The 2016 PSU shares outstanding are based on target. Depending upon the ROAE achieved within the vesting period, recipients may receive between 0 and 27,577 shares of common stock. (2) The 2017 PSU shares outstanding are based on target. Depending upon the ROAE achieved within the vesting period, recipients may receive between 0 and 54,069 shares of common stock. 142 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 14 As of December 31, 2017 total unrecognized compensation related to PSU awards was approximately $0.4 million, and the weighted- average period over which cost will be recognized was 1.0 years. Stock Options.Beginning in 2013, the Company issued stock options to certain of its executive officers under the OIP as part of their annual equity compensation. Stock options are generally granted with an exercise price equal to the fair market value of our common stock on the grant date, and they expire 10 years from the date of grant. These options have time- based restrictions with equal and annual graded vesting over a three-year period. Stock options issued in 2014 and thereafter provide for such awards to vest upon the voluntary termination of employment by any employee who is “retirement eligible” as of his or her termination date. Upon retirement, employees have the lesser of three years or the remaining option term to exercise any vested options. We did not issue stock options in 2017 and currently do not anticipate issuing any new stock options pursuant to our current employee compensation program. Compensation expense and related tax benefits recognized for stock option awards were as follows: Year ended December 31, 2017 2016 2015 (In thousands) Expense recognized for stock option awards $162 $851 $643 Tax benefit recognized for stock option awards 37 298 225 The following table summarizes activity related to stock options outstanding and exercisable during the years ended December 31, 2017, 2016, and 2015: Outstanding Exercisable Number of shares Weighted average exercise price Number of shares Weighted average exercise price (Shares in thousands) Outstanding at December 31, 2014 246 $36.67 40 $32.63 Granted 46 53.50 Exercised (89) 34.89 Outstanding at December 31, 2015 203 41.28 35 36.38 Granted 90 41.88 Exercised (148) 38.24 Outstanding at December 31, 2016 145 44.75 6 53.50 Granted — — Exercised (38) 43.63 Outstanding at December 31, 2017 107 45.15 32 $47.26 Range of granted option exercise prices outstanding at December 31, 2017 $41.20 (average term remaining — 6.1 years) 7 $41.20 7 $41.20 $53.50 (average term remaining — 7.2 years) 31 53.50 15 53.50 $41.88 (average term remaining — 8.2 years) 69 41.88 9 41.88 Primerica 2017 Annual Report 143 FINANCIAL STATEMENTS — NOTE 14 The aggregate intrinsic value represents the difference between the exercise price of our stock options and the quoted closing price of our common stock as of December 31, 2017. A summary of the intrinsic values of our stock options is as follows: December 31, 2017 (In thousands) Aggregate intrinsic value of exercisable stock options $1,714 Aggregate intrinsic value of stock options expected to vest 4,302 Aggregate intrinsic value of stock options outstanding $6,016 The intrinsic value, tax benefit realized and value of shares withheld related to option exercise activity are summarized as follows: Year ended December 31, 2017 2016 2015 (In thousands) Intrinsic value of options exercised $1,453 $2,755 $1,620 Tax benefit realized from the options exercised 509 964 567 Value of issued shares withheld to satisfy option exercise price 1,673 5,509 2,966 As of December 31, 2017, there was approximately $45.0 thousand of total unrecognized compensation cost related to unvested options, and the weighted-average period over which cost will be recognized was approximately 0.5 years. Non-Employee Share-Based Compensation.Non-employee share-based transactions relate to the granting of RSUs to members of our sales force (“agent equity awards”). Agent equity awards are generally granted as a part of quarterly contests for successful life insurance policy acquisitions and for sales of investment and savings products for which the grant and the service period occur within the same calendar quarter. The following table summarizes non-employee RSU activity during the years ended December 31, 2017, 2016, and 2015. Shares Weighted-average measurement-date fair value per share (Shares in thousands) Unvested non-employee RSUs, December 31, 2014 73 $49.98 Granted 326 42.79 Vested (326) 44.39 Unvested non-employee RSUs, December 31, 2015 73 42.83 Granted 236 48.45 Vested (267) 44.82 Unvested non-employee RSUs, December 31, 2016 42 61.55 Granted 156 75.69 Vested (166) 68.96 Unvested non-employee RSUs, December 31, 2017 32 $91.88 144 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 14 Agent equity awards vest and are measured using the fair market value at the conclusion of the quarterly contest, which is the time that performance is complete. However, outstanding agent equity awards are subject to long-term sales restrictions expiring over three years. Because the sale restrictions extend up to three years beyond the vesting period, the fair market value of the awards incorporates an illiquidity discount reflecting the risk associated with the post-vesting restrictions. To quantify this discount for each award, we use a series of put option models with one-, two- and three-year tenors to estimate a hypothetical cost of eliminating the downside risk associated with the sale restrictions. The most significant assumptions in the put option models are the volatility assumptions. We derive volatility assumptions primarily from the historical volatility of our common stock using terms comparable to the sale restriction terms. The following table presents the assumptions used in valuing quarterly RSU grants to agents: Year ended December 31, 2017 2016 2015 Expected volatility 18% to 34% 24% to 42% 18% to 35% Quarterly dividends expected $0.19 to $0.20 $0.17 to $0.18 $ 0.16 Risk-free interest rates Less than 3% Less than 2% Less than 2% To the extent that these awards are an incremental direct cost of successful acquisitions of life insurance policies that result directly from and are essential to the policy acquisition(s) and would not have been incurred had the policy acquisition(s) not occurred, we defer and amortize the fair value of the awards in the same manner as other deferred policy acquisition costs. All agent equity awards that are not directly related to the acquisition of life insurance policies are recognized as expense in the quarter granted and earned. Details on the granting and valuation of these awards were as follows: Year ended December 31, 2017 2016 2015 (Dollars in thousands, except per-share amounts) Total quarterly non-employee RSUs granted 155,996 235,735 325,744 Measurement date per-share fair value of awards $67.82 to $91.88 $39.87 to $61.50 $40.98 to $46.71 Illiquidity discounts 10% 10% to 11% 8% to 9% Quarterly incentive awards expense recognized currently $ 980 $ 910 $ 466 Quarterly incentive awards expense deferred 10,821 10,517 13,423 Tax benefit associated with incentive awards 2,259 3,674 4,454 As of December 31, 2017, all agent equity awards were fully vested with the exception of approximately 32,000 shares that vested on January 1, 2018. As such, any related compensation cost not recognized as either expense or DAC in our financial statements through December 31, 2017 is immaterial. Primerica 2017 Annual Report 145 FINANCIAL STATEMENTS — NOTE 15 (15) Statutory Accounting and Dividend Restrictions U.S. Insurance Subsidiaries.Our two underwriting U.S. insurance subsidiaries are Primerica Life and NBLIC. Primerica Life wholly owns Peach Re and Vidalia Re, and ceded to each in separate coinsurance arrangements certain level-premium term life insurance policies. Our U.S. insurance subsidiaries are required to report their results of operations and financial position to state authorities on the basis of statutory accounting practices prescribed or permitted by such authorities and the National Association of Insurance Commissioners (“NAIC”), which is a comprehensive basis of accounting other than U.S. GAAP. Prescribed statutory accounting practices include a variety of publications of the NAIC, as well as state laws, regulations and general administrative rules. Permitted statutory accounting practices encompass all accounting practices not so prescribed. The Company’s principal life insurance company, Primerica Life, prepares its statutory financial statements on the basis of accounting practices prescribed or permitted by the NAIC and the Tennessee Department of Commerce and Insurance (“Tennessee DOCI”) and includes the statutory financial statements of its wholly owned insurance subsidiaries, NBLIC, Peach Re, and Vidalia Re. Prior to Primerica Life’s re-domestication to Tennessee in December 2017, Primerica Life prepared its statutory financial statements on the basis of accounting practices prescribed or permitted by the NAIC and Massachusetts Division of Insurance. NBLIC’s statutory financial statements are prepared on the basis of accounting practices prescribed or permitted by the NAIC and the New York State Department of Financial Services, while the statutory financial statements of Peach Re and Vidalia Re are prepared on the basis of accounting practices prescribed or permitted by the NAIC or the Vermont Department of Financial Regulation (“Vermont DOI”). Our U.S. insurance subsidiaries’ ability to pay dividends to their parent is subject to and limited by the various laws and regulations of their respective states. There are no regulatory restrictions on the ability of the Parent Company to pay dividends (other than limitations under the Delaware General Corporation Code that provide that dividends on common stock shall be declared by the Board of Directors out of surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding prior fiscal year). Primerica Life’s statutory ordinary dividend capacity is based on the greater of: (1) the previous year’s statutory net gain from operations (excluding pro rata distributions of any class of the insurer’s own securities) or (2) 10% of the previous year-end statutory surplus (net of capital stock). Dividends that, together with the amount of other distributions or dividends made within the preceding 12 months, exceed this statutory limitation are referred to as extraordinary dividends and require advance notice to the Tennessee DOCI, and are subject to potential disapproval. Dividends paid from other than statutory unassigned surplus require approval of the commissioner of the Tennessee DOCI. Primerica Life’s statutory capital and surplus and statutory unassigned surplus at December 31, 2017 and 2016 were approximately as follows: December 31, 2017 December 31, 2016 (In thousands) Statutory capital and surplus $598,001 $572,748 Statutory unassigned surplus 50,299 41,569 Primerica Life’s statutory net gain from operations was approximately $398.8 million, $392.4 million and $436.3 in 2017, 2016 and 2015, respectively. Primerica Life made no pro rata distributions of any class of its own securities during 2017. During 2017, Primerica Life paid ordinary dividends of $138.0 million to the Parent Company. As of January 1, 2018, the amount of dividends Primerica Life could pay from statutory unassigned surplus without prior approval of the commissioner of the Tennessee DOCI was approximately $50.3 million, which is 146 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 16 prescribed by the amount of statutory unassigned surplus on that date. Primerica Life’s investment basis in NBLIC, Peach Re, and Vidalia Re reflect their statutory capital and surplus amounts recorded in accordance with statutory accounting practices prescribed or permitted by the NAIC and/or each subsidiary’s state of domicile; New York and Vermont. Peach Re was formed as a special-purpose financial captive insurance company and, with the explicit permission of the Vermont DOI, has included the value of a letter of credit serving as collateral for its policy reserves as an admitted asset in its statutory capital and surplus. This permitted accounting practice was critical to the organization and operational plans of Peach Re and explicitly included in the licensing order issued by the Vermont DOI. The impact of this permitted practice as of December 31, 2017 was approximately $353.5 million on Peach Re’s statutory capital and surplus. As of December 31, 2017, even if Peach Re had not been permitted to include the letter of credit as an admitted asset, Primerica Life would not have been below the minimum statutory capital and surplus level that triggers a regulatory action event. Vidalia Re does not have any permitted accounting practices that are not encompassed in prescribed statutory accounting practices. Canadian Insurance Subsidiary.Primerica Life Canada is incorporated under the provisions of the Canada Business Corporations Act and is a domiciled Canadian Company subject to regulation under the Insurance Companies Act (Canada) by the Office of the Superintendent of Financial Institutions in Canada (“OSFI”) and by Provincial Superintendents of Financial Institutions/Insurance in those provinces in which Primerica Life Canada is licensed. The statutory financial statements of Primerica Life Canada reported to OSFI are prepared in accordance with International Financial Reporting Standards (“IFRS”). Primerica Life Canada’s capacity to pay ordinary dividends to its parent is limited by OSFI regulations to the extent that its capital exceeds internal capital targets. OSFI requires companies to set internal target levels of capital sufficient to provide for all the risks of the insurer, including risks specified in OSFI’s capital guidelines. As of December 31, 2017 and 2016, Primerica Life Canada’s statutory capital and surplus satisfied regulatory requirements and was approximately $331.3 million and $286.7 million, respectively. In Canada, dividends can be paid subject to the paying insurance company continuing to have adequate capital and forms of liquidity as defined by OSFI following the dividend payment and upon 15 days minimum notice to OSFI. Primerica Life Canada’s dividend capacity at January 1, 2018 is estimated to be approximately $40.9 million, which is calculated based on satisfying the Company’sinternal capital targets. (16) Commitments and Contingent Liabilities Commitments.We lease office equipment and office and warehouse space under various noncancellable operating lease agreements that expire through June 2028. Total minimum rent expense was $7.5 million, $7.0 million, and $7.2 million for the years ended December 31, 2017, 2016, and 2015, respectively. We had no contingent rent expense during 2017, 2016, or 2015. As of December 31, 2017, the minimum aggregate rental commitments for operating leases were as follows: December 31, 2017 (In thousands) 2018 $ 6,985 2019 7,111 2020 6,552 2021 6,415 2022 6,516 Thereafter 37,949 Total minimum rental commitments for operating leases $71,528 As of December 31, 2017 and 2016, we had no material capital leases. Primerica 2017 Annual Report 147 FINANCIAL STATEMENTS — NOTE 17 Letter of Credit.Effective March 31, 2012, Peach Re entered into a Credit Facility Agreement with Deutsche Bank (the “Credit Facility Agreement”) to support certain obligations for a portion of the reserves (commonly referred to as Regulation XXX reserves) related to level premium term life insurance policies ceded to Peach Re from Primerica Life under the Peach Re Coinsurance Agreement. Under the Credit Facility Agreement, Deutsche Bank issued a letter of credit in the initial amount of $450.0 million with a term of approximately 14 years (the “LOC”) for the benefit of Primerica Life, the direct parent of Peach Re. Subject to certain conditions, the amount of the LOC periodically increased up to a maximum amount of approximately $507.0 million, which was reached in 2014. Pursuant to the terms of the Credit Facility Agreement, in the event amounts are drawn under the LOC by Primerica Life, Peach Re will be obligated, subject to certain limited conditions, to reimburse Deutsche Bank for the amount of any draws and interest thereon. Peach Re has collateralized its obligations to Deutsche Bank by granting it a security interest in all of its assets with the exception of amounts held in a special account established to meet minimum asset thresholds required by state regulatory authorities. As of December 31, 2017, the Company was in compliance with all financial covenants under the Credit Facility Agreement. Contingent Liabilities.The Company is involved from time to time in legal disputes, regulatory inquiries and arbitration proceedings in the normal course of business. These disputes are subject to uncertainties, including the large and/or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation. As such, the Company is unable to estimate the possible loss or range of loss that may result from these matters unless otherwise indicated. The Company is currently undergoing multi- state unclaimed property audits by 30 jurisdictions, currently focusing on the life insurance claims paying practices of its subsidiaries, Primerica Life and NBLIC. Other jurisdictions may pursue similar audits. The potential outcome of such actions is difficult to predict but could subject the Company to adverse consequences, including, but not limited to, settlement payments, additional payments to beneficiaries and additional escheatment of funds deemed abandoned under state laws. At this time, the Company cannot reasonably estimate the likelihood or the impact of additional costs or liabilities that could result from the resolution of these matters. (17) Benefit Plans We sponsor a defined contribution plan for the benefit of our employees. The expense associated with this plan was approximately $7.7 million, $7.4 million, and $6.7 million in 2017, 2016, and 2015, respectively. 148 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 18 (18) Unaudited Quarterly Financial Data In management’s opinion, the following quarterly consolidated financial information fairly presents the results of operations for such periods and is prepared on a basis consistent with our annual audited consolidated financial statements. Financial information for the quarters presented was prepared on a consolidated basis. Quarter ended March 31, 2017 Quarter ended June 30, 2017 Quarter ended September 30, 2017 Quarter ended December 31, 2017 (In thousands, except per-share amounts) Direct premiums $ 627,698 $ 637,426 $ 646,079 $ 650,906 Ceded premiums (399,769) (406,043) (397,641) (397,318) Net premiums 227,929 231,383 248,438 253,588 Commissions and fees 144,268 148,317 144,627 154,105 Net investment income 19,894 19,742 19,922 19,459 Realized investment gains (losses), including OTTI 134 104 22 1,079 Other, net 12,939 14,150 14,291 14,711 Total revenues 405,164 413,696 427,300 442,942 Total benefits and expenses 330,322 317,307 327,100 334,853 Income before income taxes 74,842 96,389 100,200 108,089 Income taxes 22,772 33,282 33,565 (60,354) Net income $ 52,070 $ 63,107 $ 66,635 $ 168,443 Earnings per share: Basic earnings per share $ 1.12 $ 1.36 $ 1.46 $ 3.73 Diluted earnings per share $ 1.11 $ 1.36 $ 1.46 $ 3.72 Primerica 2017 Annual Report 149 FINANCIAL STATEMENTS — NOTE 18 Quarter ended March 31, 2016 Quarter ended June 30, 2016 Quarter ended September 30, 2016 Quarter ended December 31, 2016 (In thousands, except per-share amounts) Direct premiums $ 597,130 $ 612,189 $ 616,587 $ 618,362 Ceded premiums (395,333) (406,683) (399,676) (398,867) Net premiums 201,797 205,506 216,911 219,495 Commissions and fees 128,821 136,902 134,282 141,681 Net investment income 21,238 20,389 19,399 17,999 Realized investment gains (losses), including OTTI (783) 3,440 (35) 1,465 Other, net 11,527 12,757 13,069 13,224 Total revenues 362,600 378,994 383,626 393,864 Total benefits and expenses 292,388 287,114 295,189 306,800 Income before income taxes 70,212 91,880 88,437 87,064 Income taxes 25,036 32,554 30,400 30,191 Net income $ 45,176 $ 59,326 $ 58,037 $ 56,873 Earnings per share: Basic earnings per share $ 0.92 $ 1.23 $ 1.22 $ 1.21 Diluted earnings per share $ 0.92 $ 1.23 $ 1.22 $ 1.21 Quarterly amounts may not agree in total to the corresponding annual amounts due to rounding. 150 Freedom Lives Here ™ ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. There have been no changes in, or disagreements with, accountants on accounting and financial disclosure matters during the years ended December 31, 2017 and 2016. ITEM 9A. CONTROLS AND PROCEDURES. Disclosure Controls and Procedures The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report (the “Evaluation Date”). Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective. Changes in Internal Control Over Financial Reporting There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a- 15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management’s Annual Report On Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. With the participation of the Chief Executive Officer and the Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control — Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2017. Our independent auditor, KPMG LLP, an independent registered public accounting firm, has issued an attestation report on the effectiveness of our internal control over financial reporting. This attestation report appears below. Primerica 2017 Annual Report 151 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Primerica, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Primerica, Inc. and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control—Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes and financial statement schedules I, II, III, and IV(collectively, the “consolidated financial statements”), and our report dated February 26, 2018 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Atlanta, Georgia February 26, 2018 152 Freedom Lives Here ™ ITEM 9B. OTHER INFORMATION ITEM 9B. OTHER INFORMATION. Not applicable. Primerica 2017 Annual Report 153 PART III Pursuant to General Instruction G to Form 10-K and as described below, portions of Items 10 through 14 of this report are incorporated by reference from the Company’s definitive Proxy Statement relating to the Company’s 2018 Annual Meeting of Stockholders (the “Proxy Statement”), which will be filed with the SEC within 120 days of December 31, 2017, pursuant to Regulation 14A under the Exchange Act. The Report of the Audit Committee of our Board of Directors and the Report of the Compensation Committee of our Board of Directors to be included in the Proxy Statement shall be deemed to be furnished in this report and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, as a result of such furnishing. Our website address is www.primerica.com. You may obtain free electronic copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports from the investors section of our website. These reports are available on our website as soon as reasonably practicable after we electronically file them with the SEC. These reports should also be available through the SEC’s website at www.sec.gov. We have adopted corporate governance guidelines. The guidelines and the charters of our board committees are available in the corporate governance subsection of the investor relations section of our website, www.primerica.com,and are also available in print upon written request to the Corporate Secretary, Primerica, Inc., 1 Primerica Parkway, Duluth, GA 30099. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. For a list of executive officers, see Part I Item X. Executive Officers and Certain Significant Employees of the Registrant included elsewhere in this report. We have adopted a written code of conduct that applies to all directors, officers and employees, including a separate code that applies to only our principal executive officers and senior financial officers in accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and the rules of the SEC promulgated thereunder. Our Code of Conduct is available in the corporate governance subsection of the investor relations section of our website,www.primerica.com,and is available in print upon written request to the Corporate Secretary, Primerica, Inc., 1 Primerica Parkway, Duluth, GA 30099. In the event that we make changes in, or provide waivers from, the provisions of the Code of Conduct that the SEC requires us to disclose, we will disclose these events in the corporate governance section of our website. Except for the information above and the information set forth in Part I, Item X. Executive Officers and Certain Significant Employees of the Registrant, the information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference: • Matters to be Voted on — Proposal 1: Election of Eleven Directors; • Governance — Director Independence; • Governance — Code of Conduct; • Board of Directors — Board Members; • Board of Directors — Board Committees; • Board of Directors — Other Director Matters; • Stock Ownership — Section 16(a) Beneficial Ownership Reporting Compliance; • Executive Compensation — Employment Agreements; • Audit Matters — Audit Committee Report; and • Related Party Transactions. 154 Freedom Lives Here ™ ITEM 11. EXECUTIVE COMPENSATION ITEM 11. EXECUTIVE COMPENSATION. The information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference: • Board of Directors — Board Committees — Compensation Committee; • Board of Directors — Director Compensation; and • Executive Compensation. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. Except for the information set forth in Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, the information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference: • Stock Ownership — Ownership of Our Common Stock. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. The information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference: • Introductory paragraph to Governance; • Governance — Director Independence; • Board of Directors — Board Committees; and • Related Party Transactions. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. The information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference: • Matters to be Voted on — Proposal 3: Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm; • Board of Directors — Board Committees — Audit Committee; and • Audit Matters — Fees and Services of KPMG LLP. Primerica 2017 Annual Report 155 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (a) 1. FINANCIAL STATEMENTS Included in Part II, Item 8, of this report: Primerica, Inc.: Report of Independent Registered Public Accounting Firm 95 Consolidated Balance Sheets as of December 31, 2017 and 2016 96 Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2017 97 Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, 2017 98 Consolidated Statements of Stockholders’ Equity for each of the years in the three-year period ended December 31, 2017 99 Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2017 100 Notes to Consolidated Financial Statements 101 Unaudited Quarterly Financial Data 149 2. FINANCIAL STATEMENT SCHEDULES Included in Part IV of this report: Schedule I — Consolidated Summary of Investments — Other than Investments in Related Parties as of December 31, 2017 164 Schedule II — Condensed Financial Information of Registrant as of December 31, 2017 and 2016, and for each of the years in the three-year period ended December 31, 2017 165 Schedule III — Supplementary Insurance Information as of December 31, 2017 and 2016, and for each of the years in the three-year period ended December 31, 2017 171 Schedule IV — Reinsurance for each of the years in the three-year period ended December 31, 2017 173 3. EXHIBIT INDEX An “Exhibit Index” has been filed as part of this report beginning on the following page and is incorporated herein by reference. Schedules other than those listed above are omitted because they are not required, are not material, are not applicable, or the required information is shown in the financial statements or notes thereto. (b) Exhibit Index. The agreements included as exhibits to this report are included to provide information regarding the terms of these agreements and are not intended to provide any other factual or disclosure information about the Company or its subsidiaries, our business or the other parties to these agreements. These agreements may contain representations and warranties by each of the parties to the applicable 156 Freedom Lives Here ™ ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and: • should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; • may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; • may apply standards of materiality in a way that is different from what may be viewed as material to our investors; and • were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time, and should not be relied upon by investors. Exhibit Number Description Reference 3.1 Amended and Restated Certificate of Incorporation of the Registrant. Incorporated by reference to Exhibit 3.1 to Primerica’s Current Report on Form 8-K dated May 22, 2013 (Commission File No. 001-34680). 3.2 Amended and Restated Bylaws of the Registrant. Incorporated by reference to Exhibit 3.1 to Primerica’s Current Report on Form 8-K dated November 15, 2017 (Commission File No. 001-34680). 4.1 Indenture, dated July 16, 2012, among the Registrant and Wells Fargo Bank, National Association, as trustee. Incorporated by reference to Exhibit 4.1 to Primerica’s Current Report on Form 8-K dated July 11, 2012 (Commission File No. 001-34680). 4.2 First Supplemental Indenture, dated July 16, 2012, among the Registrant and Wells Fargo Bank, National Association, as trustee. Incorporated by reference to Exhibit 4.2 to Primerica’s Current Report on Form 8-K dated July 11, 2012 (Commission File No. 001-34680). 4.3 Form of 4.750% Senior Notes due 2022. Incorporated by reference to Exhibit 4.3 (included in Exhibit 4.2 filed herewith) to Primerica’s Current Report on Form 8-K dated July 11, 2012 (Commission File No. 001-34680). 10.1 Credit Agreement, dated as of December 19, 2017 Incorporated by reference to Exhibit 10.1 to Primerica’s Current Report on Form 8-K dated December 19, 2017 (Commission File No. 001-34680). 10.2 Tax Separation Agreement dated as of March 30, 2010 by and between the Registrant and Citigroup Inc. Incorporated by reference to Exhibit 10.3 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001- 34680). Primerica 2017 Annual Report 157 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibit Number Description Reference 10.3 Amended and Restated 80% Coinsurance Agreement dated March 31, 2016 by and between Primerica Life Insurance Company and Pecan Re Inc. Incorporated by reference to Exhibit 10.2 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). 10.4 10% Coinsurance Agreement dated March 31, 2010 by and between Primerica Life Insurance Company and Prime Reinsurance Company, Inc. Incorporated by reference to Exhibit 10.6 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 10.5 Amendment No. 1 dated as of October 5, 2015 to the 10% Coinsurance Agreement dated March 31, 2010 by and between Primerica Life Insurance Company and Prime Reinsurance Company, Inc. Incorporated by reference to Exhibit 10.29 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (Commission File No. 001-34680). 10.6 Amendment No. 2 dated as of January 25, 2016 to the 10% Coinsurance Agreement dated March 31, 2010 by and between Primerica Life Insurance Company and Prime Reinsurance Company, Inc. Incorporated by reference to Exhibit 10.1 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001-34680). 10.7 Amendment No. 3 dated as of March 31, 2016 to the 10% Coinsurance Agreement dated March 31, 2010 by and between Primerica Life Insurance Company and Prime Reinsurance Company, Inc. Incorporated by reference to Exhibit 10.2 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001-34680). 10.8 Amended and Restated 80% Coinsurance Trust Agreement dated March 31, 2016 among Primerica Life Insurance Company, Pecan Re Inc. and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.7 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). 10.9 Amendment No. 1 dated as of March 30, 2016 to the 80% Coinsurance Trust Agreement dated March 29, 2010 among Prime Reinsurance Company, Inc. Primerica Life Insurance Company, and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.3 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001-34680). 10.10 Amendment No. 2 dated as of March 31, 2016 to the 80% Coinsurance Trust Agreement dated March 29, 2010 among Prime Reinsurance Company, Inc. Pecan Re Inc., Primerica Life Insurance Company, and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.4 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001-34680). 10.11 10% Coinsurance Economic Trust Agreement dated March 29, 2010 among Primerica Life Insurance Company, Prime Reinsurance Company, Inc. and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.8 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 158 Freedom Lives Here ™ ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibit Number Description Reference 10.12 Amendment No. 1 dated as of March 31, 2016 to the 10% Coinsurance Economic Trust Agreement dated March 29, 2010 among Prime Reinsurance Company, Inc. Primerica Life Insurance Company, and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.5 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001-34680). 10.13 10% Coinsurance Excess Trust Agreement dated March 29, 2010 among Primerica Life Insurance Company, Prime Reinsurance Company, Inc. and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.9 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 10.14 Amendment No. 1 dated as of March 31, 2016 to the 10% Coinsurance Excess Trust Agreement dated March 29, 2010 among Prime Reinsurance Company, Inc. Primerica Life Insurance Company, and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.6 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001-34680). 10.15 Amended and Restated Capital Maintenance Agreement dated as of March 31, 2016 by and between Citigroup Inc. and Prime Reinsurance Company, Inc. Incorporated by reference to Exhibit 10.7 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001-34680). 10.16 Assignment, Transfer and Novation Agreement dated as of March 31, 2016 among Prime Reinsurance Company, Inc. Pecan Re Inc. and Primerica Life Insurance Company. Incorporated by reference to Exhibit 10.9 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001-34680). 10.17 90% Coinsurance Agreement dated March 31, 2010 by and between National Benefit Life Insurance Company and American Health and Life Insurance Company. Incorporated by reference to Exhibit 10.11 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 10.18 Trust Agreement dated March 29, 2010 among National Benefit Life Insurance Company, American Health and Life Insurance Company and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.12 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 10.19 Coinsurance Agreement dated March 31, 2010 by and between Primerica Life Insurance Company of Canada and Financial Reassurance Company 2010, Ltd. (currently known as Munich Re Life Insurance Company of Vermont). Incorporated by reference to Exhibit 10.13 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 10.20 Coinsurance Amending Agreement dated as of December 31, 2011 among Primerica Life Insurance Company and Financial Reassurance Company 2010, Ltd. Incorporated by reference to Exhibit 10.19 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). Primerica 2017 Annual Report 159 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibit Number Description Reference 10.21 Coinsurance Amending Agreement dated as of October 20, 2016 among Primerica Life Insurance Company, Munich Re Life Insurance Company of Vermont (formerly known as Financial Reassurance Company 2010, Ltd.) and Munich-American Holding Corporation. Incorporated by reference to Exhibit 10.20 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). 10.22 Monitoring and Reporting Agreement dated as of March 31, 2016 by and among Primerica Life Insurance Company and Pecan Re Inc. Incorporated by reference to Exhibit 10.21 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). 10.23 Monitoring and Reporting Agreement dated as of March 31, 2010 by and among National Benefit Life Insurance Company and American Health and Life Insurance Company. Incorporated by reference to Exhibit 10.42 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 10.24 Monitoring and Reporting Agreement dated as of March 31, 2010 by and among Primerica Life Insurance Company of Canada and Financial Reassurance Company 2010 Ltd. (currently known as Munich Re Life Insurance Company of Vermont). Incorporated by reference to Exhibit 10.43 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 10.25* Primerica, Inc. Stock Purchase Plan for Agents and Employees. Incorporated by reference to Exhibit 10.45 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 10.26* Primerica, Inc. Second Amended and Restated 2010 Omnibus Incentive Plan. Filed with the Securities and Exchange Commission as part of this Annual Report. 10.27* Form of Primerica, Inc. Performance Stock Unit Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2016 awards). Incorporated by reference to Exhibit 10.26 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). 10.28* Form of Primerica, Inc. Performance Stock Unit Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2017 awards). Filed with the Securities and Exchange Commission as part of this Annual Report. 10.29* Form of U.S. Employee Restricted Stock Unit Restated Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2015 awards). Incorporated by reference to Exhibit 10.19 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 001-34680). 10.30* Form of U.S. Employee Restricted Stock Unit Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2016 awards). Incorporated by reference to Exhibit 10.29 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). 160 Freedom Lives Here ™ ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibit Number Description Reference 10.31* Form of U.S. Employee Restricted Stock Unit Restated Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2017 awards). Filed with the Securities and Exchange Commission as part of this Annual Report. 10.32* Form of Restated Nonqualified Stock Option Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2013 awards). Incorporated by reference to Exhibit 10.2 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (Commission File No. 001-34680). 10.33* Form of Restated Nonqualified Stock Option Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2014 awards). Incorporated by reference to Exhibit 10.2 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (Commission File No. 001-34680). 10.34* Form of Restated Nonqualified Stock Option Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2015 awards). Incorporated by reference to Exhibit 10.22 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 001-34680). 10.35* Form of Restated Nonqualified Stock Option Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2016 awards). Incorporated by reference to Exhibit 10.33 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). 10.36 Form of Director Restricted Stock Unit Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2014, 2015 and 2016 awards). Incorporated by reference to Exhibit 10.24 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 001-34680). 10.37 Form of Director Restricted Stock Unit Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2017 awards). Filed with the Securities and Exchange Commission as part of this Annual Report. 10.38* Form of Indemnification Agreement for Directors and Officers. Incorporated by reference to Exhibit 10.48 to Primerica’s Registration Statement on Form S-1 (File No. 333-162918). 10.39* Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Mr. Glenn J. Williams. Incorporated by reference to Exhibit 99.4 to Primerica’s Current Report on Form 8-K dated January 2, 2015 (Commission File No. 001-34680). 10.40* Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Mr. Peter W. Schneider. Incorporated by reference to Exhibit 99.5 to Primerica’s Current Report on Form 8-K dated January 2, 2015 (Commission File No. 001-34680). 10.41* Amendment dated as of November 17, 2015 to the Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Mr. Peter W. Schneider. Incorporated by reference to Exhibit 10.30 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 001-34680). Primerica 2017 Annual Report 161 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibit Number Description Reference 10.42* Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Ms. Alison S. Rand. Incorporated by reference to Exhibit 99.6 to Primerica’s Current Report on Form 8-K dated January 2, 2015 (Commission File No. 001-34680). 10.43* Amendment dated as of November 17, 2015 to the Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Ms. Alison S. Rand. Incorporated by reference to Exhibit 10.32 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 001-34680). 10.44* Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Mr. Gregory C. Pitts. Incorporated by reference to Exhibit 99.7 to Primerica’s Current Report on Form 8-K dated January 2, 2015 (Commission File No. 001-34680). 10.45* Amendment dated as of November 17, 2015 to the Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Mr. Gregory C. Pitts. Incorporated by reference to Exhibit 10.34 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 001-34680). 10.46 Nonemployee Directors’ Deferred Compensation Plan, effective as of January 1, 2011, adopted on November 10, 2010. Incorporated by reference to Exhibit 10.31 to Annual Report on Form 10-K for the year ended December 31, 2010 (Commission File No. 001-34680). 12.1 Statement re Computation of Ratios. Filed with the Securities and Exchange Commission as part of this Annual Report. 21.1 Subsidiaries of the Registrant. Filed with the Securities and Exchange Commission as part of this Annual Report. 23.1 Consent of KPMG LLP. Filed with the Securities and Exchange Commission as part of this Annual Report. 31.1 Rule 13a-14(a)/15d-14(a) Certification, executed by Glenn J. Williams, Chief Executive Officer. Filed with the Securities and Exchange Commission as part of this Annual Report. 31.2 Rule 13a-14(a)/15d-14(a) Certification, executed by Alison S. Rand, Executive Vice President and Chief Financial Officer. Filed with the Securities and Exchange Commission as part of this Annual Report. 32.1 Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350), executed by Glenn J. Williams, Chief Executive Officer, and Alison S. Rand, Executive Vice President and Chief Financial Officer. Filed with the Securities and Exchange Commission as part of this Annual Report. 101.INS XBRL Instance Document(1) Filed with the Securities and Exchange Commission as part of this Annual Report. 162 Freedom Lives Here ™ ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibit Number Description Reference 101.SCH XBRL Taxonomy Extension Schema Filed with the Securities and Exchange Commission as part of this Annual Report. 101.CAL XBRL Taxonomy Extension Calculation Linkbase Filed with the Securities and Exchange Commission as part of this Annual Report. 101.DEF XBRL Taxonomy Extension Definition Linkbase Filed with the Securities and Exchange Commission as part of this Annual Report. 101.LAB XBRL Taxonomy Extension Label Linkbase Filed with the Securities and Exchange Commission as part of this Annual Report. 101.PRE XBRL Taxonomy Extension Presentation Linkbase Filed with the Securities and Exchange Commission as part of this Annual Report. * Identifies a management contract or compensatory plan or arrangement. (1)Includes the following materials contained in this Annual Report on Form 10-K for the year ended December 31, 2017, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. Primerica 2017 Annual Report 163 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (c) Financial Statement Schedules. Schedule I Consolidated Summary of Investments — Other Than Investments in Related Parties PRIMERICA, INC. December 31, 2017 Type of Investment Amortized cost or cost Fair value Amount at which shown in the balance sheet (In thousands) Fixed maturities: Bonds(1): United States Government and government agencies and authorities $ 142,641 $ 145,834 $ 145,834 States, municipalities and political subdivisions 54,714 56,127 56,127 Foreign governments 124,980 129,482 129,482 Public utilities — — — Convertibles and bonds with warrants attached 1,718 2,001 2,001 All other corporate bonds (2)2,293,444 2,376,654 2,334,332 Certificates of deposit — — — Redeemable preferred stocks 3,151 3,444 3,444 Total fixed maturities 2,620,648 2,713,542 2,671,220 Equity securities: Common stocks: Public utilities 6,984 10,666 10,666 Banks, trusts and insurance companies 4,674 7,099 7,099 Industrial, miscellaneous and all other 3,701 5,574 5,574 Nonredeemable preferred stocks 15,972 17,768 17,768 Total equity securities 31,331 41,107 41,107 Mortgage loans on real estate — — — Real estate — — — Policy loans 32,816 32,816 32,816 Other long-term investments — — — Short-term investments — — — Total investments $2,684,795 $2,787,465 $2,745,143 (1)Mortgage-and asset-backed securities are included in the investment types listed based on the entity-type that issued these securities. (2)The amount shown on the balance sheet does not match the amortized cost or cost or fair value for “All other corporate bonds” due to our held-to-maturity security, which is carried at cost on the balance sheet and all other fixed maturities are carried at fair value. See the report of independent registered public accounting firm. 164 Freedom Lives Here ™ ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Schedule II Condensed Financial Information of Registrant PRIMERICA, INC. (Parent Only) Condensed Balance Sheets December 31, 2017 2016 (In thousands) Assets Investments: Fixed-maturity securities available-for-sale, at fair value (amortized cost: $42,812 in 2017 and $52,537 in 2016)$ 44,405 $ 53,953 Trading securities, at fair value (cost: $1,371 in 2017 and $50 in 2016) 1,428 51 Total investments 45,833 54,004 Cash and cash equivalents 66,226 13,992 Due from affiliates* 3,272 — Other receivables 438 393 Income taxes 12,151 10,640 Investment in subsidiaries* 1,683,149 1,534,774 Other assets 915 — Total assets $1,811,984 $1,613,803 Liabilities and Stockholders’ Equity Liabilities: Notes payable $ 373,288 $ 372,919 Current income tax payable 6,628 2,552 Deferred income taxes 4,311 5,399 Due to affiliates* — 1,108 Interest payable 8,214 8,214 Other liabilities 442 2,237 Commitments and contingent liabilities (see Note E) Total liabilities 392,883 392,429 Stockholders’ equity: Common stock ($0.01 par value; authorized 500,000 in 2017 and 2016; issued and outstanding 44,251 shares in 2017 and 45,721 shares in 2016)443 457 Paid-in capital — 52,468 Retained earnings 1,375,090 1,138,851 Accumulated other comprehensive income, net of income tax 43,568 29,598 Total stockholders’ equity 1,419,101 1,221,374 Total liabilities and stockholders’ equity $1,811,984 $1,613,803 * Eliminated in consolidation. See the accompanying notes to condensed financial statements. See the report of independent registered public accounting firm. Primerica 2017 Annual Report 165 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Schedule II Condensed Financial Information of Registrant PRIMERICA, INC. (Parent Only) Condensed Statements of Income Year ended December 31, 2017 2016 2015 (In thousands) Revenues: Dividends from subsidiaries* $256,913 $189,582 $149,187 Net investment income 1,484 1,695 2,224 Realized investment gains (losses), including other-than- temporary impairment losses 179 1,088 (1,762) Total revenues 258,576 192,365 149,649 Expenses: Interest expense 18,210 18,180 18,177 Other operating expenses 8,441 12,433 10,603 Total expenses 26,651 30,613 28,780 Income before income taxes 231,925 161,752 120,869 Income taxes (3,756) (7,019) (7,124) Income (loss) before equity in undistributed earnings of subsidiaries 235,681 168,771 127,993 Equity in undistributed earnings of subsidiaries* 114,574 50,643 61,878 Net income $350,255 $219,414 $189,871 * Eliminated in consolidation. See the accompanying notes to condensed financial statements. See the report of independent registered public accounting firm. 166 Freedom Lives Here ™ ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Schedule II Condensed Financial Information of Registrant PRIMERICA, INC. (Parent Only) Condensed Statements of Comprehensive Income Year ended December 31, 2017 2016 2015 (In thousands) Net income $350,255 $219,414 $189,871 Other comprehensive income (loss) before income taxes: Unrealized investment gains (losses): Equity in unrealized holding gains (losses) on investment securities held by subsidiaries (3,333) 9,846 (41,171) Change in unrealized holding gains/(losses) on investment securities 356 2,487 (2,745) Reclassification adjustment for realized investment (gains) losses included in net income (179) (1,088) 1,762 Foreign currency translation adjustments: Equity in unrealized foreign currency translation gains of subsidiaries 17,383 6,689 (41,929) Total other comprehensive income (loss) before income taxes 14,227 17,934 (84,083) Income tax expense (benefit) related to items of other comprehensive income (loss) 257 571 (791) Other comprehensive income (loss), net of income taxes 13,970 17,363 (83,292) Total comprehensive income $364,225 $236,777 $106,579 See the accompanying notes to condensed financial statements. See the report of independent registered public accounting firm. Primerica 2017 Annual Report 167 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Schedule II Condensed Financial Information of Registrant PRIMERICA, INC. (Parent Only) Condensed Statements of Cash Flows Year ended December 31, 2017 2016 2015 (In thousands) Cash flows from operating activities: Net income $ 350,255 $ 219,414 $ 189,871 Adjustments to reconcile net income to cash provided by (used in) operating activities: Equity in undistributed earnings of subsidiaries* (1)(150,202) (89,820) (74,814) Deferred tax provision 2,454 167 (1,434) Change in income taxes (1,235) (523) (77) Realized investment (gains) losses, including other-than-temporary impairments (179) (1,088) 1,762 Accretion and amortization of investments 149 (118) 808 Depreciation and amortization — — 6 Share-based compensation 6,343 1,227 1,031 Change in due to/from affiliates* (4,380) (2,671) 2,689 Trading securities sold, matured, or called (acquired), net (1,377) (51) — Change in other operating assets and liabilities, net (1,514) 555 3,135 Net cash provided by (used in) operating activities 200,314 127,092 122,977 Cash flows from investing activities: Available-for-sale investments sold, matured or called: Fixed maturity securities — sold 12,204 29,759 71,019 Fixed-maturity securities — matured or called 56,678 79,914 100,900 Equity 36 — — Available-for-sale investments acquired: Fixed-maturity securities (1)(23,497) (50,408) (72,131) Equity (40) — — Net cash provided by (used in) investing activities 45,381 59,265 99,788 Cash flows from financing activities: Dividends paid (35,821) (33,367) (32,807) Common stock repurchased (150,038) (150,057) (200,084) Tax withholdings on share-based compensation (6,734) (3,970) (7,615) Cash proceeds from stock options exercised — — 136 Payment of deferred financing costs (868) — — Net cash provided by (used) in financing activities (193,461) (187,394) (240,370) Change in cash and cash equivalents 52,234 (1,037) (17,605) Cash and cash equivalents, beginning of period 13,992 15,029 32,634 Cash and cash equivalents, end of period $ 66,226 $ 13,992 $ 15,029 Supplemental disclosures of cash flow information: Interest paid $ 17,813 $ 17,813 $ 17,813 * Eliminated in consolidation. (1)Does not include $35.5 million, $39.2 million, and $12.9 million of fixed-maturity securities transferred from subsidiaries in the form of noncash dividends for the years ended December 31, 2017, 2016 and 2015, respectively. See the accompanying notes to condensed financial statements. See the report of independent registered public accounting firm. 168 Freedom Lives Here ™ ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Schedule II Condensed Financial Information of Registrant PRIMERICA, INC. (Parent Only) Notes to Condensed Financial Statements (A) Description of Business Primerica, Inc. (“we”, “us” or the “Company”) is a holding company with our primary asset being the capital stock of our wholly owned operating subsidiaries, and our primary liability being $375.0 million in principal amount of senior unsecured notes issued in a public offering in 2012 (the “Senior Notes”). Our subsidiaries assist clients in meeting their needs for term life insurance, which our insurance subsidiaries underwrite, and mutual funds, annuities, managed investments and other financial products, which our subsidiaries distribute primarily on behalf of third parties. Our primary subsidiaries include the following entities: Primerica Financial Services, Inc., a general agency and marketing company; Primerica Life Insurance Company (“Primerica Life”), our principal life insurance company; Primerica Financial Services (Canada) Ltd., a holding company for our Canadian operations, which includes Primerica Life Insurance Company of Canada and PFSL Investments Canada Ltd.; and PFS Investments Inc., an investment products company and broker-dealer. Primerica Life, domiciled in Tennessee, owns National Benefit Life Insurance Company, a New York insurance company. Prior to Primerica Life’s re- domestication to Tennessee in December 2017, Primerica Life was a Massachusetts-domiciled life insurance underwriting company. In addition, we established Peach Re, Inc. (“Peach Re”) and Vidalia Re, Inc. (“Vidalia Re”) as special purpose financial captive insurance companies domiciled in Vermont and wholly owned subsidiaries of Primerica Life. (B) Basis of Presentation These condensed financial statements reflect the results of operations, financial position and cash flows for the Company. We prepare our financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). These principles are established primarily by the Financial Accounting Standards Board. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect financial statement balances, revenues and expenses and cash flows, as well as the disclosure of contingent assets and liabilities. Management considers available facts and knowledge of existing circumstances when establishing the estimates included in our financial statements. The most significant item that involves a greater degree of accounting estimates subject to change in the future is the determination of our investments in subsidiaries. Estimates for this and other items are subject to change and are reassessed by management in accordance with U.S. GAAP. Actual results could differ from those estimates. The accompanying condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Primerica, Inc. and subsidiaries included in Part II, Item 8 of this report. (C) Note Payable In July 2012, we issued the Senior Notes in a public offering at a price of 99.843% of the principal amount with an annual interest rate of 4.75%, payable semi-annually in arrears on January 15 and July 15. The Senior Notes mature on July 15, 2022. As unsecured senior obligations, the Senior Notes rank equally in right of payment with all existing and future unsubordinated indebtedness and senior to all existing and future subordinated indebtedness of the Company. The Senior Notes are structurally Primerica 2017 Annual Report 169 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES subordinated in right of payment to all existing and future liabilities of our subsidiaries. In addition, the Senior Notes contain covenants that restrict our ability to, among other things, create or incur any indebtedness that is secured by a lien on the capital stock of certain of our subsidiaries, and merge, consolidate or sell all or substantially all of our properties and assets. We were in compliance with the covenants of the Senior Notes at December 31, 2017. No events of default occurred on the Senior Notes during the year ended December 31, 2017. (D) Revolving Credit Facility On December 19, 2017, we entered into a new $200.0 million five-year unsecured revolving credit facility (“Revolving Credit Facility”) with a syndicate of commercial banks. Amounts outstanding under the Revolving Credit Facility bear interest at a periodic rate equal to LIBOR or the base rate, plus in either case an applicable margin. The Revolving Credit Facility also permits the issuance of letters of credit. The applicable margins are based on our debt rating with such margins for LIBOR rate loans and letters of credit ranging from 1.125% to 1.625% per annum and for base rate loans ranging from 0.125% to 0.625% per annum. Under the Revolving Credit Facility, we incur a commitment fee that is payable quarterly in arrears and is determined by our debt rating. This commitment fee ranges from 0.125% to 0.225% per annum of the aggregate $200 million commitment of the lenders under the Revolving Credit Facility. As of December 31, 2017, no amounts have been drawn under the Revolving Credit Facility and we were in compliance with its covenants. Furthermore, no events of default have occurred under the Revolving Credit Facility. (E) Dividends For the years ended December 31, 2017, 2016, and 2015, the Company received dividends from our non-life insurance subsidiaries of approximately $96.0 million, $72.5 million, and $86.5 million, respectively. For the years ended December 31, 2017, 2016, and 2015, the Company received dividends from our life insurance subsidiaries of approximately $160.9 million, $117.0 million, and $62.6 million, respectively. (F) Commitments and Contingent Liabilities Peach Re and Vidalia Re have each entered into separate coinsurance agreements with Primerica Life whereby Primerica Life has ceded certain level-premium term life insurance policies to Peach Re and Vidalia Re. In conjunction with these coinsurance agreements, we have capital maintenance agreements with both Peach Re and Vidalia Re. Each capital maintenance agreement requires us at times to make capital contributions to Peach Re and Vidalia Re to ensure that their regulatory accounts, as defined in the coinsurance agreements with Primerica Life, will not be less than $20.0 million for each financial captive insurance company. For Peach Re, the regulatory account will only be used to satisfy obligations under its coinsurance agreement after all other available assets have been used, including a letter of credit issued by Deutsche Bank for the benefit of Primerica Life. For Vidalia Re, the regulatory account will only be used to satisfy obligations under its coinsurance agreement after all other available assets have been used, including its held-to- maturity security ultimately guaranteed by Hannover Life Reassurance Company of America. The Company is involved from time to time in legal disputes, regulatory inquiries and arbitration proceedings in the normal course of business. These disputes are subject to uncertainties, including large and/or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation. As such, the Company is unable to estimate the possible loss or range of loss that may result from these matters. 170 Freedom Lives Here ™ ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Schedule III Supplementary Insurance Information PRIMERICA, INC. Deferred policy acquisition costs Future policy benefits Unearned premiums Other policy benefits and claims payable Separate account liabilities (In thousands) December 31, 2017 Term Life Insurance $1,861,253 $5,747,317 $— $299,265 $ — Investment and Savings Products 64,419 — — — 2,572,766 Corporate and Other Distributed Products 26,220 207,207 486 8,136 106 Total $1,951,892 $5,954,524 $486 $307,401 $2,572,872 December 31, 2016 Term Life Insurance $1,628,957 $5,464,851 $— $258,774 $ — Investment and Savings Products 56,933 — — — 2,287,829 Corporate and Other Distributed Products 27,175 209,039 527 9,362 124 Total $1,713,065 $5,673,890 $527 $268,136 $2,287,953 Primerica 2017 Annual Report 171 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Premium revenue Net investment income Benefits and claims Amortization of deferred policy acquisition costs Other operating expenses Premiums written (In thousands) Year ended December 31, 2017 Term Life Insurance $941,057 $ 9,931 $398,212 $201,751 $146,604 $— Investment and Savings Products — — — 6,168 403,743 — Corporate and Other Distributed Products 20,281 69,086 17,807 1,480 133,817 821 Total $961,338 $79,017 $416,019 $209,399 $684,164 $821 Year ended December 31, 2016 Term Life Insurance $822,207 $ 7,634 $350,640 $172,812 $129,569 $— Investment and Savings Products — — — 6,148 374,117 — Corporate and Other Distributed Products 21,502 71,391 17,015 1,622 129,566 844 Total $843,709 $79,025 $367,655 $180,582 $633,252 $844 Year ended December 31, 2015 Term Life Insurance $728,181 $ 5,985 $322,232 $147,980 $120,538 $— Investment and Savings Products — — — 7,951 367,301 — Corporate and Other Distributed Products 22,043 70,524 17,083 1,796 128,340 908 Total $750,224 $76,509 $339,315 $157,727 $616,179 $908 See the accompanying report of independent registered public accounting firm. 172 Freedom Lives Here ™ ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Schedule IV Reinsurance PRIMERICA, INC. Year ended December 31, 2017 Gross amount Ceded to other companies Assumed from other companies Net amount Percentage of amount assumed to net (Dollars in thousands) Life insurance in force $767,001,938 $668,446,638 $— $98,555,300 — % Premiums: Life insurance $ 2,560,885 $ 1,600,399 $— $ 960,486 — % Accident and health insurance 1,224 372 — 852 — % Total premiums $ 2,562,109 $ 1,600,771 $— $ 961,338 — % Year ended December 31, 2016 Gross amount Ceded to other companies Assumed from other companies Net amount Percentage of amount assumed to net (Dollars in thousands) Life insurance in force $731,822,070 $643,364,460 $— $88,457,610 — % Premiums: Life insurance $ 2,442,968 $ 1,600,125 $— $ 842,843 — % Accident and health insurance 1,300 434 — 866 — % Total premiums $ 2,444,268 $ 1,600,559 $— $ 843,709 — % Year ended December 31, 2015 Gross amount Ceded to other companies Assumed from other companies Net amount Percentage of amount assumed to net (Dollars in thousands) Life insurance in force $696,939,187 $616,255,740 $— $80,683,447 — % Premiums: Life insurance $ 2,343,877 $ 1,594,606 $— $ 749,271 — % Accident and health insurance 1,567 614 — 953 —% Total premiums $ 2,345,444 $ 1,595,220 $— $ 750,224 — % See the accompanying report of independent registered public accounting firm Primerica 2017 Annual Report 173 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Primerica, Inc. By:/s/Alison S. Rand February 26, 2018 Alison S. Rand Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/D. Richard Williams D. Richard Williams Chairman of the Board February 26, 2018 /s/Glenn J. Williams Glenn J. Williams Chief Executive Officer (Principal Executive Officer) and Director February 26, 2018 /s/Alison S. Rand Alison S. Rand Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) February 26, 2018 /s/John A. Addison, Jr. John A. Addison, Jr. Director February 26, 2018 /s/Joel M. Babbit Joel M. Babbit Director February 26, 2018 /s/P. George Benson P. George Benson Director February 26, 2018 /s/C. Saxby Chambliss C. Saxby Chambliss Director February 26, 2018 /s/Gary L. Crittenden Gary L. Crittenden Director February 26, 2018 /s/Cynthia N. Day Cynthia N. Day Director February 26, 2018 /s/Mark Mason Mark Mason Director February 26, 2018 /s/Robert F. McCullough Robert F. McCullough Director February 26, 2018 /s/Beatriz R. Perez Beatriz R. Perez Director February 26, 2018 /s/Barbara A. Yastine Barbara A. Yastine Director February 26, 2018 174 Freedom Lives Here ™ GAAP 2017 2016 Change 5 Total Revenues $1,689.1 $1,519.1 11% Net Income $350.3 $219.4 60% Stockholders’ Equity $1,419.1 $1,221.4 16% Diluted Earnings Per Share1 $7.61 $4.59 66% Book Value Per Share1 $32.07 $26.71 20% Term Life Net Premium $941.1 $822.2 14% End of Period Client Asset Values (in billions) $61.2 $52.3 17% Weighted Average Shares Used to Calculate Diluted EPS 45.7 47.5 -4% Common Shares Repurchased 1.9 3.0 -37% End of Period Share Count2 44.3 45.7 -3% Cash Dividends Declared Per Common Share $0.78 $0.70 11% Market Price Per Share at Year End $101.55 $69.15 47% Total Shareholder Return 48% 48% nm Debt-to-Capital3 20.8% 23.4% nm Operating4 2017 2016 Change 5 Adjusted Operating Revenues $1,687.8 $1,515.0 11% Adjusted Net Operating Income $253.9 $216.8 17% Diluted Adjusted Operating Income Per Share1 $5.52 $4.53 22% Adjusted Net Operating Income Return 20.6% 19.0% nm on Adjusted Stockholders’ Equity 1 Percent change in per share calculations is calculated prior to rounding per share amounts. 2 Share count reflects outstanding common shares and excludes restricted stock units (RSUs). 3 Debt-to-capital is that of the parent company only. Capital in the debt-to-capital ratio includes stockholders’ equity and the note payable. 4 A reconciliation of GAAP results to operating results can be found on our website at http://investors.primerica.com. 5 Certain variances are noted as “nm” to indicate not meaningful. FINANCIAL HIGHLIGHTS (in millions, except per share amounts and as noted) STOCKHOLDER INFORMATION Annual Meeting The annual meeting of stockholders of Primerica, Inc. will be held on Wednesday, May 16, 2018 at 10:00 a.m. Primerica TV Theater 1 Primerica Parkway Duluth, GA 30099 Corporate Office Primerica, Inc. 1 Primerica Parkway Duluth, GA 30099 (770) 381-1000 www.primerica.com Investor Contact Investor Relations Primerica, Inc. 1 Primerica Parkway Duluth, GA 30099 (866) 694-0420 investorrelations@primerica.com Media Contact Corporate Communications Primerica, Inc. 1 Primerica Parkway Duluth, GA 30099 (866) 694-0420 mediarelations@primerica.com Form 10-K Copies of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, including financial statements, are available on the Company’s Investor Relations website at http://investors.primerica.com or by written request to: Investor Relations Primerica, Inc. 1 Primerica Parkway Duluth, GA 30099 Common Stock Trading Symbol: PRI New York Stock Exchange Transfers Agent and Registrar Computershare 250 Royall Street Canton, MA 02021 Written Requests by Mail: Computershare, Inc. P.O. Box 505000 Louisville, KY 40233-5000 Written Requests by Overnight Delivery: Computershare, Inc. 462 South 4th Street, Suite 1600 Louisville, KY 40202 Toll Free Number: 1-866-517-2488 (US, Canada, Puerto Rico) Phone Number: 1-781-575-4223 (non-US) Stockholder Website: www.computershare.com/investor Board of Directors John A. Addison, Jr. CEO, Addison Leadership Group Joel M. Babbit Co-Founder and CEO, Narrative Content Group, LLC P. George Benson Professor of Decision Sciences and Former President, The College of Charleston C. Saxby Chambliss Partner, DLA Piper Gary L. Crittenden Private Investor Cynthia N. Day President and CEO of Citizens Bancshares Corporation and Citizens Trust Bank Mark Mason CFO, Institutional Clients Group of Citigroup Inc. Robert F. McCullough Private Investor Beatriz R. Perez Chief Public Affairs, Communications and Sustainability Officer for The Coca-Cola Company D. Richard Williams Chairman of the Board Glenn J. Williams CEO, Primerica, Inc. Barbara A. Yastine Private Investor and Independent Director © 2018 Primerica / 54658 / 3.18 / 444119 ON THE COVER: PRIMERICA EMPLOYEES AND REPRESENTATIVES WHO ARE DEVOTED TO HELPING FAMILIES ACHIEVE THEIR FINANCIAL GOALS. 2017 ANNUAL REPORT 2018 ANNUAL REPORT © 2019 Primerica / 56218 / 3.19 / 756895 2018 PRIMERICA ANNUAL REPORT GAAP 2018 2017 Change 5 Total Revenues $1,899.8 $1,689.1 12% Net Income $324.1 $350.3 -7% Stockholders’ Equity $1,461.5 $1,419.1 3% Diluted Earnings Per Share1 $7.33 $7.61 -4% Book Value Per Share1 $34.23 $32.07 7% Term Life Net Premium $1,067.1 $941.1 13% End of Period Client Asset Value ($ in billions) $57.7 $61.2 -6% Weighted Average Shares Used to Calculate Diluted EPS 44.0 45.7 -4% Common Shares Repurchased 2.0 1.9 7% End of Period Share Count2 42.7 44.3 -4% Cash Dividends Declared Per Common Share $1.00 $0.78 28% Market Price Per Share at Year End $97.71 $101.55 -4% Total Shareholder Return -3% 48% nm Debt-to-Capital3 20.4% 20.8% nm Operating4 2018 2017 Change 5 Adjusted Operating Revenues $1,903.6 $1,687.8 13% Adjusted Net Operating Income $324.3 $253.9 28% Diluted Adjusted Operating Income Per Share1 $7.33 $5.52 33% Adjusted Net Operating Income Return 22.8% 20.6% nm on Adjusted Stockholders’ Equity 1. Percent change in per share calculations is calculated prior to rounding per share amounts. 2. Share count reflects outstanding common shares and excludes restricted stock units (RSUs) . 3. Debt-to-capital is that of the parent company only. Capital in the debt-to-capital ratio includes stockholders’ equity and the note payable. 4. A reconciliation of GAAP results to operating results can be found on our website at http://investors.primerica.com. 5. Certain variances are noted as “nm” to indicate not meaningful. FINANCIAL HIGHLIGHTS (in millions, except per share amounts) STOCKHOLDER INFORMATION Annual Meeting The annual meeting of stockholders of Primerica, Inc. will be held on Thursday, May 16, 2019 at 10:00 a.m. in the Primerica Theater located in our Corporate Office. Corporate Office Primerica, Inc. 1 Primerica Parkway Duluth, GA 30099 (770) 381-1000 www.primerica.com Investor Contact (866) 694-0420 investorrelations@primerica.com Media Contact (866) 694-0420 mediarelations@primerica.com Form 10-K Copies of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, including financial statements, are available on the Company’s Investor Relations website at http://investors.primerica.com or by written request to Investor Relations Common Stock Trading Symbol: PRI New York Stock Exchange Transfer Agent and Registrar Computershare 250 Royall Street Canton, MA 02021 Written Requests by Mail: Computershare Inc. P.O. Box 505000 Louisville, KY 40233-5000 Written Requests by Overnight Delivery: Computershare Inc. 462 South 4th Street, Suite 1600 Louisville, KY 40202 Toll Free Number: 1-866-517-2488 (US, Canada, Puerto Rico) Phone Number: 1-781-575-4223 (non-US) Stockholder Website: www.computershare.com/investor Board of Directors John A. Addison, Jr. CEO, Addison Leadership Group Joel M. Babbit Co-Founder and CEO, Narrative Content Group, LLC P. George Benson Professor of Decision Sciences and Former President, The College of Charleston C. Saxby Chambliss Partner, DLA Piper Gary L. Crittenden Private Investor Cynthia N. Day President and CEO of Citizens Bancshares Corporation and Citizens Trust Bank Mark Mason CFO, Citigroup Inc. Beatriz R. Perez SVP and Chief Communications, Public Affairs, Sustainability and Marketing Assets Officer for The Coca-Cola Company D. Richard Williams Chairman of the Board Glenn J. Williams CEO, Primerica, Inc. Barbara A. Yastine Former Chairman and CEO, Ally Bank Dear Fellow Stockholders, Primerica’s purpose is clear… to create financially independent families. Our sales force is focused every day on helping middle-income families across North America develop a roadmap toward financial security with a simple, three-pronged approach: income protection, debt reduction and investing for the future. Our business model is rooted in our belief that: • All people need to understand how money works; • Families should have access to simple solutions to their financial challenges; and • Both our clients and our sales force deserve a chance to be financially independent. By executing on our purpose, the value we create for all stakeholders will be reflected in our financial results. The three rings of our logo represent all of our constituencies — our sales force, our clients and our company — and how we all work together to achieve Primerica’s objectives. SALES FORCE CLIENTS COMPANY Many members of our sales force are active members of their communities and they bring to their businesses a rich network of personal connections and trust that they have earned over time. Ultimately, it is these relationships, founded in trust, that motivate clients to take action. The entrepreneurial nature of our business model further differentiates Primerica. New teammates have the flexibility of building their businesses part-time or full-time. The reasons for entrepreneurs to join Primerica are as diverse as the people themselves: make extra money to pay for their childrens’ education; supplement their income; build a business that can be passed to future generations. The need for what we do is real. You see the headlines every day: middle-income families are struggling. Many live paycheck to paycheck, have nothing saved for retirement and are buried in debt. Most families do not have adequate life insurance coverage and would be financially devastated if a family breadwinner were to die unexpectedly. Primerica offers hope, financial education and solutions to the families who need it most. The Power of Distribution PRIMERICA’S SUCCESS IS DRIVEN BY THE LEADERSHIP, SIZE AND DIVERSITY OF OUR SALES FORCE. OUR REPRESENTATIVES COME FROM ALL BACKGROUNDS AND FROM ALL WALKS OF LIFE. EUGENE AND PORSCHE LAZARD HAVE PROUDLY SERVED THE FINANCIAL NEEDS OF FAMILIES IN BATON ROUGE, LA, SINCE 2015. AS A FORMER LAW ENFORCEMENT PROFESSIONAL, EUGENE DEDICATED HIS FIRST CAREER TO PROTECTING LIVES. TODAY MAKING A DIFFERENCE IS A CAUSE HE AND PORSCHE REMAIN COMMITTED TO THROUGH THEIR PRIMERICA BUSINESS. SALES FORCE “We view our role in the community as educators – getting the information out so the families we serve can get on track to retire with dignity and protect their income so the family will be taken care of if a breadwinner doesn’t come home. We’ve always made sure to build a balanced business, helping our clients prepare for the future if they live and protect their loves ones if they don’t.”98,358106,710116,827126,121130,7362014 2015 2016 2017 2018 SIZE OF LIFE INSURANCE-LICENSED SALES FORCE (END OF PERIOD) KEITH AND DEBORAH PHILLIPS CONYERS, GA PRIMERICA REPRESENTATIVES SINCE 1980 For the last 42 years, we have been focused on helping middle-income families by introducing them to our Financial Needs Analysis tool and educating them about the necessity for income protection, saving for the future and reducing debt. Statistics show a wide gap in life insurance protection and that most individuals have little to no savings for retirement. We rank among the largest providers of term life insurance in North America with a sales force of life-licensed representatives numbering 130,736 at the end of 2018, of which more than 25,000 are also licensed to sell mutual funds and investment products. Our sales force is well-equipped with products and cutting-edge technology to efficiently serve clients. But more important than our sheer size is the number of lives we change. We issued $95 billion of term life insurance in 2018, bringing our total term face in force value to $781 billion. Making a Real Impact for Middle-Income Families OUR CLIENTS ARE GENERALLY FAMILIES WITH ANNUAL INCOMES BETWEEN $30,000 AND $100,000, A DEMOGRAPHIC THAT IS LARGELY UNDERSERVED BY OUR COMPETITORS, WHO MOSTLY FOCUS THEIR EFFORTS ON THE MASS-AFFLUENT AND WEALTHY. You’d better have money You may not have a l o t o f m o n ey... In the early years, you may need a lot of coverage... In the later years, you may not TODAY • Young children • High debt • House mortgage Loss of Income Would Be Devastating AT RETIREMENT • Grown children • Lower debt • Mortgage paid Retirement Income Needed THEORY OF DECREASING RESPONSIBILITY CLIENTS We paid $1.4 billion in benefit claims during 2018 to families whose financial future is that much more secure because a Primerica representative helped them understand the importance of protecting their loved ones against financial hardship. Our investments business generated more than $7 billion in new sales in 2018 and client asset values ended the year at nearly $58 billion. We are proud of our ability to serve the middle market and recognize that we play an important role in the lives of our clients. We are currently working on incorporating the latest advancements in underwriting and issuing life insurance policies into a process that will be faster and more convenient. We are enhancing our digital platform to provide a more personalized experience and seamlessly connect the client, the sales force and the company. We are also working on a pilot project with a third-party to provide a mortgage- lending solution that could help our clients consolidate debt. You’d better have money LIVING IN WOODBRIDGE, ONTARIO, A SUBURB OF TORONTO, DANIEL PIRILLO IS JUST AS MUCH AT HOME SHARING A CUP OF COFFEE AND A FINANCIAL PRESENTATION WITH A CLIENT AS HE IS SPENDING QUALITY TIME WITH HIS WIFE, SANDRA, AND THEIR LARGE FAMILY. EACH COMING INTO THE BUSINESS AT 21 YEARS OLD, DANIEL AND SANDRA HAVE GROWN UP IN THE BUSINESS WHILE EFFECTING CHANGE ON LIVES IN THEIR COMMUNITY. TERM LIFE INSURANCE FACE AMOUNT ($ IN BILLIONS) INVESTMENT & SAVINGS PRODUCTS SALES AND CLIENT ASSET VALUES ($ IN BILLIONS) 2014 2015 2016 2017 2018 2014 2015 2016 2017 2018 Annual Issued Annual SalesIn Force Client Asset Values at Year End $681.9 $69.6 $693.2 $79.1 $728.4 $89.9 $763.8 $95.6 $781.0 $57.7 $7.0 $61.2 $6.2 $52.3 $5.6 $47.4 $5.9 $48.7 $5.7 $95.2 We actively seek to create an environment where people thrive. With more than 2,000 employees supporting our business, we believe it is imperative that we foster a workplace that allows us to attract, retain and develop top talent. We work to ensure everyone understands our strategic direction and the role they play in helping us achieve our corporate goals. Giving back is part of our culture and defines who we are. The Primerica Foundation supports causes that contribute to self-sufficiency for low- and moderate-income families with programs that meet their critical needs. Our employees play an active role in our philanthropic efforts by volunteering their time, talents and financial support throughout the year. Since our IPO in 2010, we have focused on building Primerica for the long term. Our commitment to this endeavor has resulted in significant growth. Our financial results reflect the strength in our core business. In 2018, total revenues were $1.9 billion, a 12% increase compared to 2017. Adjusted net operating income was $324 million, or 28% higher than the prior year, due in part to the benefit of a lower tax rate. Throughout 2018, we returned 78% of our operating earnings to stockholders through a combination of share repurchases and quarterly dividends. We expect to continue generating significant cash flow and expect to repurchase $225 million of Primerica common stock in 2019. Additionally, we increased the quarterly dividend paid in the first quarter of 2019 by 36%. Creating Value for Everyone We Serve EVERY DAY, WE COME TO WORK EXPECTING TO MAKE A DIFFERENCE IN THE LIVES OF OUR EMPLOYEES, IN OUR COMMUNITY AND FOR OUR STOCKHOLDERS. EVERY YEAR, THE PRIMERICA FOUNDATION TOUCHES THE LIVES OF SOME OF THE MOST VULNERABLE MEMBERS IN OUR COMMUNITY. OUR GOAL IS TO BRING HOPE BACK INTO THE LIVES OF FAMILIES IN CRISIS. TOGETHER WITH THE EMPLOYEE VOLUNTEER PROGRAM AND THE PRIMERICA CORPORATE CHARITABLE PROGRAM, THE PRIMERICA FOUNDATION MAKES A DIFFERENCE IN THE COMMUNITIES WHERE OUR EMPLOYEES WORK AND LIVE. COMPANY As we enter 2019, we remain focused on reinforcing our core strengths, while evaluating new opportunities to grow. That means doing things more efficiently while considering new products and services to better serve our sales force and their clients. We are always striving to get better and make a meaningful impact in the lives of every stakeholder in our company. To our stockholders, thank you for your investment in Primerica. Glenn J. Williams Chief Executive Officer TOTAL STOCKHOLDER RETURN Primerica, Inc.S&P 500 Insurance 34% 141% 2013 2014 2015 2016 2017 2018 Gregory C. Pitts Chief Operating Officer Glenn J. Williams Chief Executive Officer Alison S. Rand Chief Financial Officer Peter W. Schneider President LEFT TO RIGHT: Executive Leadership UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ‘TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34680 Primerica, Inc. (Exact name of registrant as specified in its charter) Delaware 27-1204330 (State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 1 Primerica Parkway Duluth, Georgia 30099 (Address of principal executive offices)(ZIP Code) Registrant’s telephone number, including area code: (770) 381-1000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $0.01 Par Value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.È Yes ‘No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.‘Yes È No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.È Yes ‘No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).È Yes ‘No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.‘ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘Smaller reporting company ‘ Emerging growth company ‘ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.‘ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).‘Yes È No The aggregate market value of the voting common equity held by non-affiliates of the registrant as of June 30, 2018, was $4,316,019,688. The number of shares of the registrant’s Common Stock outstanding at January 31, 2019, with $0.01 par value, was 42,582,850. Documents Incorporated By Reference Certain information contained in the Proxy Statement for the Company’s Annual Meeting of Stockholders to be held on May 16, 2019 is incorporated by reference into Part III hereof. TABLE OF CONTENTS Page PART I 1 Item 1. Business 1 Item 1A. Risk Factors 27 Item 1B. Unresolved Staff Comments 48 Item 2. Properties 48 Item 3. Legal Proceedings 48 Item 4. Mine Safety Disclosures 48 Item X. Executive Officers and Certain Significant Employees of the Registrant 49 PART II 52 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 52 Item 6. Selected Financial Data 54 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 56 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 88 Item 8. Financial Statements and Supplementary Data 90 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 148 Item 9A. Controls and Procedures 148 Item 9B. Other Information 150 PART III 151 Item 10. Directors, Executive Officers and Corporate Governance 151 Item 11. Executive Compensation 152 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 152 Item 13. Certain Relationships and Related Transactions, and Director Independence 153 Item 14. Principal Accounting Fees and Services 153 PART IV 154 Item 15. Exhibits, Financial Statement Schedules 154 Signatures 171 CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS Investors are cautioned that certain statements contained in this report as well as some statements in periodic press releases and some oral statements made by our officials during our presentations are “forward-looking” statements. Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements, and may contain the words “expect”, “intend”, “plan”, “anticipate”, “estimate”, “believe”, “will be”, “will continue”, “will likely result”, and similar expressions, or future conditional verbs such as “may”, “will”, “should”, “would”, and “could.” In addition, any statement concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible actions taken by us or our subsidiaries are also forward- looking statements. These forward-looking statements involve external risks and uncertainties, including, but not limited to, those described under the section entitled “Risk Factors” included herein. Forward-looking statements are based on current expectations and projections about future events and are inherently subject to a variety of risks and uncertainties, many of which are beyond the control of our management team. All forward-looking statements in this report and subsequent written and oral forward- looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties include, among others: • our failure to continue to attract new recruits, retain sales representatives or license or maintain the licensing of sales representatives would materially adversely affect our business, financial condition and results of operations; • there are a number of laws and regulations that could apply to our distribution model, which could require us to modify our distribution structure; • there may be adverse tax, legal or financial consequences if the independent contractor status of sales representatives is overturned; • the Company’s or the independent sales representatives’ violation of, or non-compliance with, laws and regulations and related claims and proceedings could expose us to material liabilities; • any failure to protect the confidentiality of client information could adversely affect our reputation and have a material adverse effect on our business, financial condition and results of operations; • we may face significant losses if our actual experience differs from our expectations regarding mortality or persistency; • the occurrence of a catastrophic event could materially adversely affect our business, financial condition and results of operations; • our insurance business is highly regulated, and statutory and regulatory changes may materially adversely affect our business, financial condition and results of operations; • a decline in the regulatory capital ratios of our insurance subsidiaries could result in increased scrutiny by insurance regulators and ratings agencies and have a material adverse effect on our business, financial condition and results of operations; • a significant ratings downgrade by a ratings organization could materially adversely affect our business, financial condition and results of operations; • the failure by any of our reinsurers or reserve financing counterparties to perform its obligations to us could have a material adverse effect on our business, financial condition and results of operations; Primerica 2018 Annual Report i CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS • our Investment and Savings Products segment is heavily dependent on mutual fund and annuity products offered by a relatively small number of companies, and, if these products fail to remain competitive with other investment options or we lose our relationship with one or more of these companies, our business, financial condition and results of operations may be materially adversely affected; • the Company’s or the securities-licensed sales representatives’ violations of, or non-compliance with, laws and regulations could expose us to material liabilities; • if heightened standards of conduct or more stringent licensing requirements, such as those proposed by the Securities and Exchange Commission and those proposed or adopted by state legislatures or regulators or Canadian securities regulators, are imposed on us or the sales representatives, or selling compensation is reduced as a result of new legislation or regulations, it could have a material adverse effect on our business, financial condition and results of operations; • if our suitability policies and procedures, or our policies and procedures for compliance with federal or state regulations governing standards of care, were deemed inadequate, it could have a material adverse effect on our business, financial condition and results of operations; • sales force support tools may fail to appropriately identify financial needs or suitable investment products; • non-compliance with applicable regulations could lead to revocation of our subsidiary’s status as a non-bank custodian; • as our securities sales increase, we become more sensitive to performance of the equity markets; • if one of our significant information technology systems fails, if its security is compromised, or if the Internet becomes disabled or unavailable, our business, financial condition and results of operations may be materially adversely affected; • the current legislative and regulatory climate with regard to cybersecurity may adversely affect our business, financial condition, and results of operations; • in the event of a disaster, our business continuity plan may not be sufficient, which could have a material adverse effect on our business, financial condition and results of operations; • credit deterioration in, and the effects of interest rate fluctuations on, our invested asset portfolio and other assets that are subject to changes in credit quality and interest rates could materially adversely affect our business, financial condition and results of operations; • valuation of our investments and the determination of whether a decline in the fair value of our invested assets is other- than-temporary are based on estimates that may prove to be incorrect; • changes in accounting standards can be difficult to predict and could adversely impact how we record and report our financial condition and results of operations; • the effects of economic down cycles could materially adversely affect our business, financial condition and results of operations; • we are subject to various federal, state and provincial laws and regulations in the United States and Canada, changes in which or violations of which may require us to alter our business practices and could materially adversely affect our business, financial condition and results of operations; • litigation and regulatory investigations and actions may result in financial losses and harm our reputation; • the current legislative and regulatory climate with regard to financial services may adversely affect our business, financial condition, and results of operations; ii Freedom Lives Here ™ CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS • the inability of our subsidiaries to pay dividends or make distributions or other payments to us in sufficient amounts would impede our ability to meet our obligations and return capital to our stockholders; • a significant change in the competitive environment in which we operate could negatively affect our ability to maintain or increase our market share and profitability; • the loss of key employees and sales force leaders could negatively affect our financial results and impair our ability to implement our business strategy; • we may be materially adversely affected by currency fluctuations in the United States dollar versus the Canadian dollar; and • the market price of our common stock may fluctuate. Developments in any of these areas could cause actual results to differ materially from those anticipated or projected or cause a significant reduction in the market price of our common stock. The foregoing list of risks and uncertainties may not contain all of the risks and uncertainties that could affect us. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur. Accordingly, undue reliance should not be placed on these statements. We undertake no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law. Primerica 2018 Annual Report iii PART I ITEM 1. BUSINESS. Primerica, Inc. (“Primerica”, “we”, “us” or the “Parent Company”) is a leading provider of financial products to middle-income households in the United States and Canada with 130,736 licensed sales representatives as of December 31, 2018. This network of independent contractor sales representatives (“sales representatives” or “sales force”) assists our clients in meeting their needs for term life insurance, which we underwrite, and mutual funds, annuities, managed investments and other financial products, which we distribute primarily on behalf of third parties. We insured approximately five million lives and have over two million client investment accounts as of December 31, 2018. Our distribution model uniquely positions us to reach underserved middle-income consumers in a cost-effective manner and has proven itself in both favorable and challenging economic environments. Our mission is to serve middle-income families by helping them make informed financial decisions and providing them with a strategy and tools to gain financial independence. Our distribution model is designed to: •Address our clients’ financial needs.Licensed sales representatives primarily use our proprietary financial needs analysis tool (“FNA”) and an educational approach to demonstrate how our product offerings can assist clients to provide financial protection for their families, save for their retirement and other needs, and manage their debt. Typically, our clients are the friends, family members and personal acquaintances of sales representatives. Meetings are generally held in informal, face-to-face settings, usually in the clients’ homes. •Provide a business opportunity.We provide an entrepreneurial business opportunity for individuals to distribute financial products. Low entry fees as well as the ability to select their own schedules and time commitments allow sales representatives to supplement their income by starting their own independent businesses without leaving their current jobs. Our unique compensation structure, technology, sales support and back-office processing are designed to enable sales representatives to successfully grow their independent businesses. We believe there is significant opportunity to meet the increasing array of financial services needs of our clients. We intend to leverage the sales force to meet such client needs, which will drive long-term value for all of our stakeholders. Our strategy is organized across four primary areas: • Maximizing sales force growth, leadership and productivity; • Broadening and strengthening our protection product portfolio; • Providing offerings that enhance our Investment and Savings Products (“ISP”) business; and • Developing digital capabilities to deepen our client relationships. Corporate Structure We conduct our core business activities in the United States through three principal entities, all of which are direct or indirect wholly owned subsidiaries of the Parent Company: • Primerica Financial Services, LLC (“PFS”), our general agency and marketing company; • Primerica Life Insurance Company (“Primerica Life”), our principal life insurance underwriting company; and • PFS Investments Inc. (“PFS Investments”), our investment and savings products company, broker-dealer and registered investment advisor. Primerica Life is domiciled in Tennessee, and its wholly owned subsidiary, National Benefit Life Insurance Company (“NBLIC”), is a New York- domiciled life insurance underwriting company. Primerica 2018 Annual Report 1 ITEM 1. BUSINESS We conduct our core business activities in Canada through three principal entities, all of which are indirect wholly owned subsidiaries of the Parent Company: • Primerica Life Insurance Company of Canada (“Primerica Life Canada”), our Canadian life insurance underwriting company; • PFSL Investments Canada Ltd. (“PFSL Investments Canada”), our Canadian licensed mutual fund dealer; and • PFSL Fund Management Ltd. (“PFSL Fund Management”), our Canadian investment funds manager. Primerica was incorporated in the United States as a Delaware corporation in October 2009 to serve as a holding company for the Primerica businesses (collectively, the “Company”). Our businesses, which prior to April 1, 2010, were wholly owned indirect subsidiaries of Citigroup Inc. (“Citigroup”), were transferred to us by Citigroup on April 1, 2010 in a reorganization pursuant to which we completed an initial public offering in April 2010 (the “IPO”). On March 31, 2010, we entered into certain coinsurance transactions to cede between 80% and 90% of the risks and rewards of our term life insurance policies that were in force at year-end 2009. We administer all policies subject to these coinsurance agreements. Our Clients Our clients are generally middle-income consumers, which we define as households with $30,000 to $100,000 of annual income. According to the 2017 U.S. Census Bureau Current Population Survey, the latest period for which data is available, almost 50% of U.S. households fall in this range. We believe that we understand the financial needs of the middle- income segment, which include: •Many have inadequate or no life insurance coverage.Individual life insurance sales in the United States declined from 12.5 million policy sales in 1975 to 9.8 million policy sales in 2017, the latest period for which data is available, according to the Life Insurance Marketing and Research Association International, Inc. (“LIMRA”), a worldwide association of insurance and financial services companies. We believe that term life insurance, which we have provided to middle-income clients for many years, is generally the best option for them to meet their life insurance needs. •Many need help saving for retirement and other personal goals.Many middle-income families find it challenging to save for retirement and other personal goals. By developing personalized savings programs for our clients using our proprietary FNA and offering a wide range of mutual funds, annuities, managed investments and segregated fund products sponsored and managed by established firms, sales representatives are well equipped to help clients develop long-term savings plans to address their financial needs. •Many need to reduce their debt.Many middle-income families have numerous debt obligations from credit cards, auto loans, and home mortgages. We help our clients address these financial burdens by providing personalized and client-driven debt resolution techniques. •Many prefer to meet face-to-face when considering financial products.Historically, many middle-income consumers have indicated a preference to meet face-to-face when considering financial products or services. As such, we have designed our distribution model to address this preference in a cost-effective manner through a network of more than 130,000 life insurance-licensed sales representatives. Our Distribution Model Our distribution model, which is a modified traditional insurance agency model, is designed to reach and serve middle-income consumers efficiently through the sales force. Key 2 Freedom Lives Here ™ ITEM 1. BUSINESS characteristics of our unique distribution model include: •Independent entrepreneurs:Sales representatives are independent contractors building and operating their own businesses. This approach means that sales representatives are entrepreneurs who take responsibility for selling products, recruiting and developing sales representatives, setting their own schedules and managing and paying the administrative expenses associated with their sales activities. •Flexible time commitment:By offering a flexible time commitment opportunity, we are able to attract a significant number of recruits who desire to earn supplemental income and generally concentrate on smaller-sized transactions typical of middle- income consumers. Sales representatives are able to start their independent businesses for low entry fees, for which they receive technological support, pre-licensing training and access to licensing examination preparation programs. Sales representatives sell or refer products directly to consumers, and therefore our business opportunity does not require recruits to purchase and resell our products. Most sales representatives begin selling products on a part-time basis, which enables them to hold jobs while exploring an entrepreneurial business opportunity with us. •Incentive to build distribution:When a sale is made, the selling representative receives a commission, as does the licensed representative who recruited him or her in most cases. Sales commissions are paid through several levels of the selling representative’s recruitment organization. This structure motivates existing sales representatives to grow the sales force and provides them with commission income from the sales completed by representatives in their sales organizations. •Sales force leadership: A sales representative who has built a successful organization and has obtained his or her life insurance and securities licenses can achieve the sales designation of Regional Vice President (“RVP”), which qualifies him or her for a higher commission schedule. RVPs are independent contractors who open and operate offices for their sales organizations and devote their full-time attention to their businesses. RVPs also support and monitor the sales representatives, on whose sales they earn commissions, in achieving compliance with applicable regulatory requirements. RVPs’ efforts to expand their businesses are a primary driver of our success. •Innovative compensation structure:We have developed an innovative system for compensating the sales force that is contingent upon product sales. We advance to sales representatives a significant portion of their insurance commissions upon their submission of an insurance application and the first month’s premium payment. In addition to being a source of motivation, this advance provides sales representatives with immediate cash flow to offset their costs. In addition, monthly production bonuses are paid to RVPs whose sales organizations meet certain sales levels. With compensation tied to sales activity, our approach accommodates varying degrees of individual productivity, which allows us to effectively use a large group of part-time sales representatives while providing a variable cost structure. In addition, we incentivize RVPs with quarterly stock awards based largely on sales production (“agent equity awards”), which aligns their interests with those of our stockholders. •Large, dynamic sales force:Members of the sales force primarily serve their friends, family members and personal acquaintances through individually driven networking activities. We believe that this warm market approach is an effective way to distribute our product offerings because it facilitates face-to-face interaction initiated by a trusted acquaintance of the prospective client, which is difficult to replicate using other distribution Primerica 2018 Annual Report 3 ITEM 1. BUSINESS approaches. Due to the large size of the sales force and the active recruiting of new sales representatives, the sales force is able to continually access an expanding base of prospective clients without engaging costly media channels. •Motivational culture:In addition to the motivation for sales representatives to achieve financial success, we seek to create a culture that inspires and rewards sales representatives for their personal successes and those of their sales organizations through sales force recognition events and contests. We also use Intranet-streamed broadcasts and local, regional and national meetings to inform and teach sales representatives, as well as facilitate camaraderie and the exchange of ideas across the sales force. These initiatives encourage and empower sales representatives to develop their own successful sales organizations. •Inclusive culture: Building and maintaining an ethnically and demographically diverse sales force is important to us, as we believe the sales force reflects the middle market communities we serve. As the communities we serve become more diverse, the sales force does as well. Structure and Scalability of the Sales Force New sales representatives are recruited by existing sales representatives. When these new recruits become sales representatives, they become part of the sales organization of the sales representative who recruited them as well as the sales organizations to which the recruiting sales representative belongs. We encourage sales representatives to bring in new recruits to build their own sales organizations, enabling them to earn commissions on sales made by members of their sales organizations. RVPs establish and maintain their own offices, which we refer to as field offices. Additionally, they are responsible for funding the costs of their administrative staff, marketing materials, travel, training and certain recognition events for the sales representatives in their respective sales organizations. Field offices provide a location for sales representatives to conduct recruiting meetings, training events and sales-related meetings, disseminate our Intranet-streamed broadcasts, conduct compliance functions, and house field office business records. Some business locations house more than one field office. At December 31, 2018, approximately 5,200 field offices in 2,917 locations were managed by sales representatives that served as RVPs. RVPs play a major role in training, motivating and monitoring their sales force organization. Because the sales representative’s compensation grows with the productivity of his or her sales organization, our distribution model provides financial rewards to sales representatives who successfully develop, support and monitor productive sales representatives. In addition to our commission structure, we offer the Primerica Ownership Program. This program provides qualifying RVPs a contractual right, upon meeting certain criteria, to transfer their Primerica businesses to another RVP or a qualifying family member at such time as they desire. Furthermore, we have developed proprietary tools and technology to enable RVPs to reduce the time spent on administrative responsibilities associated with their sales organizations so they can devote more time to the sales, recruiting and training activities that drive our growth. We believe that our tools and technology, coupled with our sales compensation programs, further incentivize sales representatives to become RVPs. Both the structure of the sales force and the capacity of our support capabilities provide us with a high degree of scalability as we grow our business. Our support systems and technology are capable of supporting a large sales force and a high volume of transactions. In addition, by sharing training and compliance activities with RVPs, we are able to grow without incurring proportionate overhead expenses. 4 Freedom Lives Here ™ ITEM 1. BUSINESS Recruitment of Sales Representatives The recruitment of sales representatives is undertaken by existing sales representatives, who identify prospects and share with them the benefits of associating with our organization. Sales representatives showcase our organization as dynamic and capable of improving the lives of middle-income families. After the initial contact, prospective recruits typically are invited to an opportunity meeting, which is conducted by an RVP. The objective of an opportunity meeting is to inform prospective recruits about our mission and their opportunity to start their own businesses by becoming sales representatives. At the conclusion of each opportunity meeting, prospective recruits are asked to complete an application and pay a nominal fee to commence their pre-licensing training and licensing examination preparation programs and, depending on the state or province, to cover their licensing exam registration costs, which are provided by the Company generally at no additional charge. Recruits are not obligated to purchase any of the products we offer in order to become sales representatives, though they may elect to make such purchases. Recruits may become our clients or provide us with access to their friends, family members and personal acquaintances. As a result, we continually work to improve our systematic approach to recruiting and training new sales representatives. Similar to other distribution systems that rely upon part-time sales representatives and typical of the life insurance industry in general, we experience wide disparities in the productivity of individual sales representatives. Many new recruits do not get licensed, often due to the time commitment required to obtain licenses and various regulatory and licensing hurdles. Many licensed sales representatives are only marginally active, as there are no minimum life insurance production requirements. As a result, we plan for this disparate level of productivity and view a continuous recruiting cycle as a key component of our distribution model. Our distribution model is designed to address the varying productivity associated with sales representatives by paying production-based compensation, emphasizing recruiting, and developing initiatives to address barriers to licensing new recruits. By providing commissions to sales representatives on the sales generated by their sales organization, our compensation structure aligns the interests of sales representatives with our interests in recruiting new representatives and creating sustainable sales production. The following table provides information on new recruits and life insurance-licensed sales representatives: Year ended December 31, 2018 2017 2016 Number of new recruits 290,886 303,867 262,732 Number of newly life insurance-licensed sales representatives 48,041 48,535 44,724 Number of life insurance-licensed sales representatives, at period end 130,736 126,121 116,827 Average number of life insurance-licensed sales representatives during period 128,977 121,291 111,843 We define new recruits as individuals who have submitted an independent business application to become sales representatives together with payment of the nominal fee to commence their pre-licensing training. Certain recruits may not meet the compliance standards to become a sales representative, and others elect to withdraw prior to becoming actively engaged. On average, it takes approximately three months for sales representatives to complete the necessary applications and pre-licensing coursework and to pass the applicable state or provincial examinations to obtain a license to sell our term life insurance products. As a result, individuals recruited to become sales representatives within a given fiscal period may Primerica 2018 Annual Report 5 ITEM 1. BUSINESS not become licensed sales representatives or meet compliance standards until a subsequent period. Sales Force Motivation, Training, Communication and Sales Support Tools Motivating, training and communicating with the sales force are critical to our success and that of the sales force. Motivation.Through our proven system of sales force recognition events, contests and communications, we provide incentives that drive our results. Motivation is driven in part by sales representatives’ desire to achieve higher levels of financial success by building their own businesses as sales representatives. The opportunity to help underserved middle-income households address financial challenges is also a source of motivation for many sales representatives. We motivate sales representatives to succeed in their businesses by: • compensating sales representatives for product sales made by them and their sales organizations; • training sales representatives on financial fundamentals so they can confidently and effectively assist our clients; • reducing the administrative burden on the sales force, which allows them to devote more of their time to building a sales organization and selling products; and • creating a culture in which sales representatives are encouraged to achieve goals through the recognition of their sales and recruiting achievements, as well as those of their sales organizations. We conduct numerous local, regional and national meetings to help inform and motivate the sales force. In June 2019, we will be hosting our biennial international convention and associated meetings at the Georgia World Congress Center and Mercedes-Benz Stadium in Atlanta, Georgia. In previous years, tens of thousands of sales representatives, including new recruits, have attended our conventions and associated meetings at their own expense, which we believe further demonstrates their commitment to our organization and mission. Training, Communication and Sales Support Tools:Primerica Online (“POL”), delivered through a secure Intranet website and a cross- platform mobile application (“Primerica App”), is our primary tool designed to support sales representatives and assist them in building their own businesses. We provide sales representatives with communication, training, and sales support tools on POL that allow both new and experienced sales representatives to offer financial information and products to our clients. POL provides sales representatives with access to various business tracking and management tools, licensing support tools, product-specific training, and sales procedures and tools. Additionally, POL provides access to internal training programs and videos covering sales, management skills, business ownership, and compliance. We also use POL to provide real-time recognition of sales representatives’ successes and scoreboards for sales force production, contests, and incentive trips. In addition, POL is a gateway to our product providers and product support. Subscribers generally pay a small monthly fee to subscribe to POL, which helps cover the cost of developing new resources and maintaining this support system. A limited version of POL that provides access to Primerica e-mail, compliance and compensation information, newsletters and bulletins is available at no cost. The primary features and tools available on POL include: •Training and Licensing Tools: POL provides sales representatives with access to study tools for life insurance and securities licensing examinations such as pre-licensing study materials, on-demand videos, personalized licensing study plans, exam simulators, progress tracking, and exam and license registration. POL also provides access to obtain online certifications to sell certain other distributed products. 6 Freedom Lives Here ™ ITEM 1. BUSINESS •Communication Tools: POL provides access to marketing materials for our product offerings, Company news and events, live streaming shows, on-demand videos, home office bulletins, Primerica e-mail, contact lists, and a hosted professional business website for sales representatives. We broadcast and deliver video content on POL through our own digital video channel, PFN TV. We create original broadcasts and videos that enable senior management to provide business updates to the sales force as well as training and motivational presentations. We broadcast live programs hosted by home office management and selected RVPs that focus on new developments and provide motivational messages to the sales force. We also broadcast training-oriented programs to the sales force on a weekly basis and profile successful sales representatives, allowing these individuals to educate and train other sales representatives by sharing their methods for success. •Sales Support and Client Management Tools: –Our Financial Needs Analysis:Our FNA is a proprietary, needs-based analysis tool. The FNA gives sales representatives the ability to collect and synthesize client financial data and develop a financial analysis for the client that is easily understood. The FNA helps our clients understand their financial needs in the areas of debt, financial protection, and savings as well as introduces prudent financial concepts, such as regular saving and accelerating the repayment of high cost credit card debt to help them reach their financial goals. The FNA also provides clients with a snapshot of their current financial position and identifies their life insurance, savings and debt resolution needs. –Our Point-of-Sale Application Tool:Our point-of-sale technology, TurboApps, is an internally developed system that streamlines the application process for our insurance and investment products. These applications populate client information from the FNA to eliminate redundant data collection and provide real-time feedback to eliminate incomplete and illegible applications. Integrated with our paperless field office management system described below and with our home office systems, TurboApps allows RVPs and us to realize the efficiencies of straight-through- processing of application data and other information collected on sales representatives’ mobile devices, which results in expedited processing of product sales. TurboApps is available on the sales representatives’ portal, POL and our mobile platform, the Primerica App. –EZ-Key:In 2018, we launched our latest addition to our TurboApps offerings, EZ-Key. EZ-Key allows sales representatives to seamlessly move from a mobile life insurance application to a pre-filled investment and savings products application, streamlining the investment discussion. This tool helps sales representatives guide clients through the investment decision process and ultimately provides investment alternatives based on the client’s individual situation. Further, we believe the new technology creates efficiencies and drives long-term productivity as well as makes the ISP business more attractive to sales representatives who are considering obtaining a securities license. –Primerica App:The mobile Primerica App platform has experienced broad adoption and provides the sales force with access to the critical components needed to start, build and maintain their business. We continue to enhance and expand the scope and resources available in this strategic platform. –Virtual Base Shop:In an effort to ease the administrative burden on RVPs and Primerica 2018 Annual Report 7 ITEM 1. BUSINESS simplify sales force operations, we make available to RVPs a secure Intranet- based paperless field office management system as part of the POL subscription. This virtual office is designed to automate the RVP’s administrative responsibilities and can be accessed by subscribing sales representatives in an RVP’s immediate sales organization, which we refer to as his or her base shop. –Shareholder Account Manager (“SAM”):SAM is a web-based tool that allows securities-licensed representatives to service client investments in mutual funds accessed through our transfer agent recordkeeping platform. –Client Relationship Manager (“CRM”): Our CRM tool allows sales representatives and their RVPs to organize client information, such as personal contact information, product relationships, account details, notes, appointments and follow-ups, in one place to enable fast and convenient access for managing client relationships. In addition, our publications department produces materials to support, motivate and inform the sales force. We sell recruiting materials, sales brochures, business cards and stationery and provide communications services that include web design, print presentations, graphic design and script writing. We also produce a weekly mailing that includes materials promoting our current incentives, as well as the latest news about our product offerings. Performance-Based Compensation Structure Our commission structure is rooted in our origin as an insurance agency. Sales representatives can receive compensation in multiple ways, including: • sales commissions and fees based on their personal sales, referrals, and client assets under management; • sales commissions based on sales and referrals by sales representatives in their sales organizations and fees based on client assets under management in their sales organizations; and • bonuses and other compensation, including agent equity awards, generated by their own sales performance, the aggregate sales performance of their sales organizations and other criteria. Our compensation structure pays commissions to the sales representative who sells the product and to several representatives above the selling representative within their sales organization. With respect to term life insurance sales, commissions are calculated based on the total first-year premium (excluding the policy fee) for all policies and riders. To motivate the sales force, we compensate sales representatives for term life insurance product sales as quickly as possible. We advance a majority of the insurance commission upon the submission of a completed application and the first month’s premium payment. As the client makes his or her premium payments, the commission is earned by the sales representative and the commission advance is recovered by the Company. If premium payments are not made by the client and the policy terminates, any outstanding advance commission is charged back to the sales representative. The chargeback, which only occurs in the first year of a policy, equals that portion of the advance that was made, but not earned, by the sales representative because the client did not pay the full premium for the period of time for which the advance was made to the sales representative. Chargebacks, which occur in the normal course of business, may be recovered by reducing any cash amounts otherwise payable by the Company to the sales representative. Sales representatives and representatives above them in their sales organizations are contractually obligated to repay us any commission advances that are ultimately not earned due to the underlying policy lapsing prior to the full commission being earned. Additionally, we hold back a portion of the 8 Freedom Lives Here ™ ITEM 1. BUSINESS commissions earned by sales representatives as a reserve out of which we may recover chargebacks. The amounts held back are referred to as deferred compensation account commissions (“DCA commissions”). DCA commissions are available to reduce amounts owed to the Company by sales representatives and they provide a sales representative with a cushion against the chargeback obligations of representatives in their sales organization. DCA commissions, unless applied to amounts owed, are ultimately released to sales representatives. We pay most term life insurance commissions during the first policy year. One of our term riders provides for coverage increases after the first year. For such riders, we pay first-year and renewal commissions only for premium increases related to the increased coverage. Additionally, we pay renewal commissions on some older in-force policies. At the end of a policy’s level premium paying period, we pay commissions on policy exchanges and bonuses on some policy exchanges and continuations. We also pay bonuses as a percentage of premiums to RVPs with respect to sales of term life policies and riders, up to a maximum premium. Bonuses are paid to RVPs for achieving specified production levels. For most mutual funds (non-managed investments) and annuity products, commissions are paid both on the sale and on the value of assets under management. Commissions are calculated based on the dealer reallowance and trail compensation actually paid to us. For managed investment products, fees earned are primarily based on the assets under management and represent the fee we receive as compensation for as long as we retain the account. For our Canadian segregated fund investment products, we pay sales representatives a sales commission based on the amount invested and a monthly fee based on clients’ asset values. We also pay the sales force with respect to sales of prepaid legal services subscriptions and referrals for customers purchasing other distributed products. Prepaid legal services commissions paid to the sales force are earned in fixed amounts on a monthly basis as long as the prepaid legal service subscription remains active. Commissions related to other distributed products are calculated based on the type of product sold or referred. In addition to these methods of compensation, RVPs can earn agent equity awards every quarter based largely on sales production. Sales Force Licensing and Support The states, provinces and territories in which sales representatives operate generally require sales representatives to obtain and maintain licenses to sell our insurance and securities products, requiring sales representatives to pass applicable examinations. Sales representatives may also be required to maintain licenses to sell certain of our other distributed products. To encourage new recruits to obtain their life insurance licenses, we either pay directly or reimburse the sales representative for certain licensing-related fees and expenses once he or she passes the applicable exam and obtains the applicable life insurance license. To sell insurance products, sales representatives must be licensed by their resident state, province or territory and by any other state, province or territory in which they do business. In most states, sales representatives must be appointed by our applicable insurance subsidiary. Our in-house life insurance licensing program offers new recruits a significant number of classroom life insurance pre-licensing courses to meet applicable state and provincial licensing requirements and prepares recruits to pass applicable licensing exams. To sell mutual funds and variable annuity products, U.S. sales representatives must be registered with the Financial Industry Regulatory Authority (“FINRA”) and hold the appropriate license(s) designated by each state in which they sell securities products, as well as be appointed by the annuity underwriter in the states in which they market annuity products. Sales representatives must meet all state and federal regulatory requirements and be designated as an investment advisor representative in order to Primerica 2018 Annual Report 9 ITEM 1. BUSINESS sell our managed investment products. We contract with third-party training firms to conduct securities license exam preparation for sales representatives, and we also offer supplemental training tools. Canadian sales representatives selling mutual fund products are required to be licensed by the securities regulators in the provinces and territories in which they sell mutual fund products. Canadian sales representatives who are licensed to sell our insurance products do not need any further licensing to sell our segregated funds products. For sales of our other distributed products, appropriate state, provincial and territorial licensing may be required. Supervision and Compliance To ensure compliance with various federal, state, provincial and territorial legal requirements, we along with the RVPs share responsibility for maintaining an overall compliance program that involves compliance training and supporting as well as monitoring the activities of sales representatives. We work with the RVPs to develop and maintain appropriate compliance procedures and systems. Generally, all RVPs must obtain a principal license (FINRA Series 26 in the United States and Branch Manager license in Canada), and, as a result, they assume responsibility over the activities of their sales organizations. Additional supervision is provided by designated Offices of Supervisory Jurisdiction (“OSJs”), which are currently run by select RVPs who receive additional compensation for assuming responsibility for certain supervision and monitoring across all product lines. OSJs are required to periodically inspect sales force field offices and report to us any compliance issues they observe. In 2019, some responsibilities of the OSJs will transition to our Compliance Department, which will take on an expanded role in the supervision and monitoring of RVPs. As part of the transition, the select RVPs that were designated as OSJ will no longer maintain the regulatory OSJ designation, which will afford them more time to focus on growing their businesses. In addition, our Compliance Department regularly runs surveillance reports designed to monitor the activity of the sales force and investigates any unusual or suspicious activity identified during these reviews or during periodic inspections of RVP offices. All sales representatives are required to participate in our annual regulatory-required compliance meeting, a program administered by our senior management and our legal and compliance staff. We provide a compliance training overview across all product lines and require the completion of compliance checklists by each licensed sales representative for each product he or she offers. Additionally, sales representatives receive periodic compliance communications regarding new compliance developments and issues of special significance. Furthermore, OSJs are required to complete an annual training program that focuses on regulatory compliance requirements. Our Field Audit Department regularly conducts audits of all sales representative offices, including scheduled and no-notice audits. The Field Audit Department reviews all regulatory- required records that are not maintained at our home office. Any compliance deficiencies noted in the audit must be corrected, and we carefully monitor all corrective action. Audit deficiencies are addressed through reprimands, probations and contract terminations. Our Product Offerings Reflecting our philosophy of helping middle- income clients with their financial product needs and ensuring compatibility with our distribution model, our product offerings generally meet the following criteria: •Consistent with sound individual finance principles:Products must be consistent with good personal finance principles for middle-income consumers, such as financial protection, encouraging long-term savings and reducing debt. 10 Freedom Lives Here ™ ITEM 1. BUSINESS •Designed to support multiple client goals:Products are designed to address and support a broad range of financial goals rather than compete with or cannibalize each other. For example, term life insurance does not compete with mutual funds because term life insurance has no cash value or investment element. •Ongoing needs based:Products are generally designed to meet the ongoing financial needs of many middle-income consumers. This long-term approach bolsters our relationship with our clients by allowing us to continue to serve them as their financial needs evolve. We use three operating segments to organize, evaluate and manage our business: Term Life Insurance; Investment and Savings Products; and Corporate and Other Distributed Products. The following table provides information on our principal product offerings and the principal sources thereof by operating segment as of December 31, 2018. Operating Segment Principal Product Offerings Principal Sources of Products (Applicable Geographic Territory) Term Life Insurance Term Life Insurance Primerica Life (U.S. (except New York), the District of Columbia and certain territories) NBLIC (New York) Primerica Life Canada (Canada) Investment and Savings Products Mutual Funds and Certain Retirement Plans American Century Investments (U.S.) American Funds (U.S.) AXA Distributors, LLC (U.S.) Franklin Templeton Investments (U.S.) VOYA Financial, Inc. (U.S.) Invesco (U.S. and Canada) Legg Mason Global Asset Management (U.S.) Amundi Pioneer Investments (U.S.) AGF Investments (Canada) PFSL Fund Management Ltd. (Canada) Mackenzie Investments (Canada) Fidelity Investments (Canada) Managed Investments PFS Investments (dba Primerica Advisors) (as a program sponsor) (U.S.) Variable Annuities American General Life Insurance Company and its affiliates (U.S.) AXA Distributors, LLC (U.S.) Brighthouse Financial, Inc. (U.S.) Lincoln National Life Insurance Company and its affiliates (U.S.) Fixed Indexed Annuities American General Life Insurance Company and its affiliates (U.S.) Lincoln National Life Insurance Company and its affiliates (U.S.) Universal Life Insurance Company (Puerto Rico) Fixed Annuities Brighthouse Financial, Inc. (U.S.) Universal Life Insurance Company (Puerto Rico) Segregated Funds Primerica Life Canada (Canada) Primerica 2018 Annual Report 11 ITEM 1. BUSINESS Operating Segment Principal Product Offerings Principal Sources of Products (Applicable Geographic Territory) Corporate and Other Distributed Products Prepaid Legal Services LegalShield (U.S. and Canada) ID Theft Defense LegalShield (U.S. and Canada) Supplemental Health and Accidental Death & Disability Insurance The Edge Benefits Inc. and its affiliates (Canada) Auto and Homeowners’ Insurance (1) Various insurance companies, as offered through Answer Financial, Inc. (U.S.) Mortgage Loans (1)B2B Bank (Canada) Home Automation Solutions (1) Vivint, Inc. (U.S.) and Vivint Canada, Inc. (Canada) (1) Referrals only. Term Life Insurance Through our three life insurance subsidiaries – Primerica Life, NBLIC and Primerica Life Canada – we offer term life insurance to clients in the United States, its territories, the District of Columbia and Canada. In 2017, the latest period for which data is available from LIMRA, we ranked as a leading provider of individual term life insurance in the United States. We believe that term life insurance is generally a better alternative for middle-income clients than cash value life insurance. Term life insurance provides a guaranteed death benefit if the insured dies during the fixed coverage period of an in-force policy, thereby providing financial protection for his or her named beneficiaries in return for the periodic payment of premiums. Term insurance products, which are sometimes referred to as pure protection products, have no savings or investment features. By buying term life insurance rather than cash value life insurance, a policyholder initially pays a lower premium and, as a result, may have funds available to invest for retirement and other needs. We also believe that a person’s need for life insurance is inversely proportional to that person’s need for retirement savings, a concept we refer to as the theory of decreasing responsibility. Young adults with children, new mortgages and other obligations need to buy higher amounts of insurance to protect their family from the loss of future income resulting from the death of a primary bread winner. With its lower initial premium, term life insurance lets young families buy more coverage for their premium dollar when their needs are greatest and still have the ability to have funds for their retirement and other savings goals. We design our term life insurance products to be easily understood by, and meet the needs of, our clients. Clients purchasing our term life insurance products generally seek stable, longer- term income protection products for themselves and their families. In response to this demand, we offer term life insurance products with level- premium coverage periods that range from 10 to 35 years and a wide range of coverage face amounts. Additionally, certain term life insurance policies may be customized through the addition of riders to provide coverage for specific protection needs, such as mortgage and college expense protection. Policies remain in force until the expiration of the coverage period or until the policyholder ceases to make premium payments and terminates the policy. Our in-force term life insurance policies have level premiums for the stated term period. As such, the policyholder pays the same amount each year. Initial policy term periods are between 10 and 35 years. One of the innovative term life insurance products that we offer is TermNow, our rapid 12 Freedom Lives Here ™ ITEM 1. BUSINESS issue term life product that provides for face amounts of up to $300,000 (local currency). TermNow allows a sales representative to submit an application via TurboApps and, with the client’s permission, allows the Company to access databases, including Medical Information Bureau (“MIB”) data in the United States and Canada and prescription drug and motor vehicle records in the United States, as part of the underwriting process. The Company uses this data and the client’s responses to application questions to determine any additional underwriting requirements. Results of these processes are reported in real time to our underwriting system, which then determines whether or not we can rapidly issue a policy. The average face amount of our in-force policies issued in 2018 was approximately $246,200. The following table sets forth selected information regarding our term life insurance product portfolio: Year ended December 31, 2018 2017 2016 Life insurance issued: Number of policies issued 301,589 312,799 298,244 Face amount issued (in millions)$ 95,209 $ 95,635 $ 89,869 December 31, 2018 2017 2016 Life insurance in force: Number of policies in force 2,606,825 2,560,334 2,489,493 Face amount in force (in millions)$ 781,041 $ 763,831 $ 728,385 Pricing and Underwriting.We believe that effective pricing and underwriting are significant drivers of the profitability of our life insurance business and we have established our pricing assumptions to be consistent with our underwriting practices. We set pricing assumptions for expected claims, lapses and expenses based on our experience and other factors while also considering the competitive environment. These other factors include: • expected changes from relevant experience due to changes in circumstances, such as (i) revised underwriting procedures affecting future mortality and reinsurance rates, (ii) new product features, and (iii) revised administrative programs affecting sales levels, expenses, and client continuation or termination of policies; and • observed trends in experience that we expect to continue, such as general mortality changes in the general population and better or worse policy persistency (the period over which a policy remains in force) due to changing economic conditions. Under our current underwriting guidelines, we individually assess each insurable adult applicant and place each applicant into a risk classification based on current health, medical history and other factors. Each classification (generally preferred plus, preferred, non-tobacco and tobacco) has specific health criteria. We may decline an applicant’s request for coverage if his or her health or activities create unacceptable risks for us. Sales representatives ask applicants a series of “yes” or “no” questions regarding the applicant’s medical history. We may also consider information about the applicant from third-party sources, such as the MIB, prescription drug databases, motor vehicle records and physician statements. If we believe that further information regarding an applicant’s medical history is necessary, we use a third-party provider and its trained personnel to contact the applicant by telephone to obtain a more detailed medical history. Additionally, we may require copies of applicants’ medical information from their attending physicians. The report resulting from this process is electronically transmitted to us Primerica 2018 Annual Report 13 ITEM 1. BUSINESS and is evaluated in our underwriting process. Paramedical requirements are also needed on applicants applying for the Custom Advantage product. To accommodate the significant volume of insurance business that we process, we and the sales force use specialized technology. We offer sales representatives an electronic life insurance application that supports TermNow and other term life insurance products. Approximately 95% of the life insurance applications we received in 2018 were submitted electronically via TurboApps. Our electronic life insurance application reduces errors in submitted applications, collects the applicant’s electronic signatures and populates the RVP’s sales log. Once an application is complete, the pertinent application data is uploaded to our life insurance administrative systems, which manage the underwriting process by electronically analyzing data, recommending underwriting decisions, identifying requirements for higher face amounts or older ages and communicating with the sales representative and third-party service providers. Claims Management.Our insurance subsidiaries processed over 15,400 life insurance benefit claims in 2018 on policies underwritten by us and sold by sales representatives. These claims fall into three categories: death, waiver of premium (applicable to disabled policyholders who purchased a rider pursuant to which we agree to waive remaining life insurance premiums during a qualifying disability), or terminal illness. The claim may be reported by a sales representative, a beneficiary or, in the case of qualifying disability or terminal illness, the policyholder. Following are the benefits paid by us for each category of claim: Year ended December 31, 2018 2017 2016 (In thousands) Death $1,391,755 $1,388,027 $1,238,393 Waiver of premium 46,690 45,146 43,168 Terminal illness(1)16,474 16,389 14,232 (1) We consider claims paid for terminal illness to be loans made to the beneficiary that are repaid to us upon death of the beneficiary from the death benefit. In the United States, after coverage has been in force for two years, we may not contest the policy for misrepresentations in the application or the suicide of the insured. In Canada, we have a similar two-year contestability period, but we are permitted to contest insurance fraud at any time. As a matter of policy, we do not contest any coverage issued by us to replace the face amount of another insurance company’s individual coverage to the extent the replaced coverage would not be contestable by the replaced company. We believe this approach helps sales representatives sell replacement policies, as it reassures clients that claims made under their replacement policies are not more likely to be contested as to the face amount replaced. Through our claims administration system, we record, process and pay the appropriate benefit for any reported claim. Our claims system is used by our home office investigators to order medical and investigative reports from third-party providers, calculate amounts due to the beneficiary (including interest), and report payments to the appropriate reinsurance providers. Primerica Life and NBLIC regularly consult the Social Security Administration’s Death Master File in accordance with applicable state requirements. These processes help identify potential deceased policyholders for whom claims have not been presented in the normal course of business. If unreported deaths are identified, Primerica Life and NBLIC attempt to determine if a valid claim exists, to locate beneficiaries, and to pay benefits accordingly. Reinsurance.We use reinsurance primarily to reduce the volatility risk with respect to mortality. Since 1994, we have reinsured death benefits in the United States on a first dollar quota share yearly renewable term basis. We pay premiums to each reinsurer based on rates in the applicable agreement. We generally reinsure between 80% and 90% of the mortality risk for all term life insurance policies, excluding coverage under certain riders. 14 Freedom Lives Here ™ ITEM 1. BUSINESS We also reinsure substandard cases on a facultative basis to capitalize on the extensive experience some of our reinsurers have with substandard cases. A substandard case has a level of risk that is acceptable to us, but at higher premium rates than a standard case because of the health, habits or occupation of the applicant. While our reinsurance agreements have indefinite terms, both we and our reinsurers are entitled to discontinue any reinsurance agreement as to future policies by giving advance notice of 90 days to the other. Each reinsurer’s ability to terminate coverage for existing policies is limited to circumstances such as a material breach of contract or nonpayment of premiums by us. Each reinsurer has the right to increase rates with certain restrictions. If a reinsurer increases rates, we have the right to immediately recapture the business. Either party may offset any balance due from the other party. For additional information on our reinsurance, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) and Note 6 (Reinsurance) to our consolidated financial statements included elsewhere in this report. Financial Strength Ratings.Ratings with respect to financial strength are an important factor in establishing our competitive position and maintaining public confidence in us and our ability to market products. Ratings organizations review the financial performance and condition of most insurers and provide opinions regarding financial strength, operating performance and ability to meet obligations to policyholders. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Financial Ratings.” Investment and Savings Products We believe that many middle-income families have significant unmet retirement and savings needs. Using our FNA tool, sales representatives help our clients understand their current financial situations and how they can use time- tested financial principles, such as prioritizing personal savings, to reach their savings goals. Our product offerings comprise saving and investment vehicles that seek to meet the needs of clients in all stages of life. Through PFS, PFS Investments, Primerica Life Canada, PFSL Investments Canada, and licensed sales representatives, we distribute and sell to our clients a variety of mutual funds, managed investments, variable and fixed annuities, fixed indexed annuities and segregated funds. As of December 31, 2018, approximately 25,370 sales representatives were licensed to distribute mutual funds in the United States (including Puerto Rico) and Canada. As of December 31, 2018, approximately 13,820 sales representatives were licensed and appointed to distribute annuities in the United States and approximately 12,470 sales representatives were licensed to sell segregated funds in Canada. In the United States, clients acquire securities products from PFS Investments in either a brokerage or advisory relationship. In a brokerage relationship, a PFS Investments registered representative is required pursuant to FINRA rules to make a suitable recommendation for the client, but provides no ongoing monitoring of the client’s investments. PFS Investments markets mutual funds and variable annuities on a brokerage basis. In an advisory relationship, namely our managed investment offerings, PFS Investments and its investment advisory representative have a fiduciary obligation to provide suitable initial recommendations to the client and ongoing monitoring of the client’s investments. Mutual Funds. In the United States, licensed sales representatives primarily distribute mutual funds from the following select asset management firms: American Century Investments, American Funds, Franklin Templeton, Invesco, Legg Mason and Amundi Pioneer. These firms have diversified product offerings, including domestic and international equity, fixed-income and money market funds. Each firm continually evaluates its fund offerings and adds new funds on a regular basis. Additionally, their product offerings reflect Primerica 2018 Annual Report 15 ITEM 1. BUSINESS diversified asset classes and varied investment styles. We have selling agreements with a number of other fund companies and we believe that, collectively, these asset management firms provide funds that meet the investment needs of our clients. During 2018, four of these fund families (Legg Mason, Invesco, American Funds, and Franklin Templeton) accounted for approximately 94% of our mutual fund sales in the United States. Legg Mason and Invesco each have large wholesaling teams that support the sales force in distributing their mutual fund products. Our selling agreements with these firms all have indefinite terms and provide for termination at will. A wholly owned indirect subsidiary of the Parent Company and affiliate of PFS Investments, Primerica Shareholder Services, Inc. (“PSS”), provides transfer agent recordkeeping services to investors who purchase shares of mutual funds offered by American Century Investments, Franklin Templeton, Invesco, Legg Mason or Amundi Pioneer through PFS Investments. In exchange for these services, PSS receives recordkeeping and account maintenance fees from the applicable fund company. PSS has retained BNY Mellon Asset Servicing to perform the necessary transfer agent recordkeeping services for these accounts on its proprietary SuRPASS system. PFS Investments serves as the Internal Revenue Service (“IRS”) approved non-bank custodian for customers that open individual retirement accounts (“IRA”) (or certain other retirement accounts) with PFS Investments and invest in shares of mutual funds offered by American Century Investments, Franklin Templeton, Invesco, Legg Mason or Amundi Pioneer. For these services, PFS Investments receives an annual custodian fee. In Canada, sales representatives offer Primerica- branded Concert™ Series funds, which accounted for approximately 40% of our Canadian mutual fund product sales in 2018. Our Concert™ Series funds consist of six different asset allocation funds with varying investment objectives ranging from fixed income to aggressive growth. Each Concert™ Series fund is a fund of funds that allocates fund assets among equity and income mutual funds of AGF Investments, a leading asset management firm in Canada. The asset allocation within each Concert™Series fund is determined on an advisory contract basis by Morneau Shepell Asset and Risk Management Ltd. The principal non-proprietary funds that we offer our clients in Canada are funds of AGF Investments, Mackenzie Investments, Fidelity Investments, and Invesco. Sales of these non-proprietary funds accounted for approximately 52% of mutual fund product sales in Canada in 2018. Like our U.S. fund family list, the asset management partners we have chosen in Canada have a diversified offering of equity, fixed-income and money market funds, including domestic and international funds with a variety of investment styles. A key part of our investment philosophy for our clients is the long-term benefits of dollar cost averaging through systematic investing. To accomplish this, we assist our clients by facilitating monthly contributions to their investment account by bank draft against their checking accounts. During the year ended December 31, 2018, average client assets held in individual retirement accounts in the United States and Canada accounted for an estimated 74% and 71% of total average client account assets, respectively. Our individual retirement accounts in Canada are considered registered retirement savings plans (“RRSP”). An RRSP is similar to a traditional IRA, in the United States in that contributions are made to the RRSP on a pre-tax basis and income is earned on a tax-deferred basis. Our high concentration of retirement plan accounts and our systematic savings philosophy are beneficial to us as these accounts tend to have lower redemption rates than the industry and, therefore, generate more recurring asset-based revenues. Managed Investments.PFS Investments (dba PFS Advisors) is a registered investment advisor in the United States, and it offers a managed investments program, Primerica Advisors Lifetime Investment Platform (the “Lifetime Investment Platform”), which we launched in 2017. The Lifetime Investment Platform, which replaced our previous Freedom Portfolios 16 Freedom Lives Here ™ ITEM 1. BUSINESS managed investments platform, is a robust advisory offering designed for clients who have at least $25,000 of investable assets. It provides our customers access to mutual fund and exchange-traded fund investment models designed and managed by several unaffiliated investment advisers. PFS Investments, as sponsor and portfolio manager of the program, evaluates models for inclusion in the program and conducts ongoing due diligence of the models and unaffiliated investment advisers made available through the program. TD Ameritrade Institutional, an unaffiliated broker-dealer, provides custody, trade execution, clearing, settlement and other services for customer assets invested through the Lifetime Investment Platform. Variable Annuities.U.S. securities licensed sales representatives also distribute variable annuities issued by American General Life Insurance Company and its affiliates (“AIG”), AXA Equitable Life Insurance Company (“AXA Life”), Lincoln National Life Insurance Company and its affiliates (“Lincoln National”), and Brighthouse Life Insurance Company (“Brighthouse Life”). Variable annuities are insurance products that enable our clients to invest in accounts with attributes similar to mutual funds, but also have benefits not found in mutual funds, including death benefits that protect beneficiaries from losses due to a market downturn and income benefits that guarantee future income payments for the life of the policyholder(s). We also offer structured variable annuities issued by AXA Life and Brighthouse Life. Structured variable annuities are insurance contracts that provide investors with potential growth, subject to a cap, and partial downside protection against losses. Gains and losses are measured over a fixed period, typically three to six years, based on the performance of a securities index. Although linked to an index, an investment in these contracts does not involve ownership of any underlying portfolio securities by the client. Each of these companies bears the insurance risk on its variable annuities and structured variable annuities that we distribute. Fixed Indexed Annuities.We offer fixed indexed annuity products in the U.S. through Lincoln National, AIG, and Universal Life Insurance Company (“Universal Life”) (Puerto Rico). These products combine safety of principal and guaranteed rates of return with additional investment options tied to equity market indices that allow for returns that move based on the performance of an index. We believe these and other fixed annuity products give both life and securities representatives more ways to assist our clients with their retirement planning needs. Fixed Annuities.We sell fixed annuities underwritten by Brighthouse in the U.S. Our current offering includes a fixed premium deferred annuity and a single premium immediate annuity. The fixed premium deferred annuity allows our clients to accumulate savings on a tax deferred basis with safety of principal and a guaranteed rate of return. The single premium immediate annuity provides clients with an immediate income alternative. In Puerto Rico, we currently offer two annuity products: a fixed annuity and a fixed bonus annuity underwritten by Universal Life. These products provide guarantees against loss with several income options. Segregated Funds.In Canada, we offer segregated fund products, branded as our Common Sense Funds TM, that have some of the characteristics of our variable annuity products distributed in the United States. Our Common Sense Funds TM are underwritten by Primerica Life Canada and offer our clients the ability to participate in a diversified managed investments program that can be opened for as little as $25. While the assets and corresponding liability (reserves) are recognized on our consolidated balance sheets, the assets are held in trust for the benefit of the segregated fund contract owners and are not commingled with the general assets of the Company. There are three fund products within our segregated funds offerings: the Asset Builder Funds, the Strategic Retirement Income Funds (“SRIF”), and a money market fund known as the Cash Management Fund. The investment objective of Asset Builder Funds is long-term capital appreciation combined with some Primerica 2018 Annual Report 17 ITEM 1. BUSINESS guarantee of principal. Unlike mutual funds, our Asset Builder Funds product guarantees clients at least 75% of their net contributions (net of withdrawals) at the earlier of the date of their death or at the Asset Builder Funds’ maturity date, which is selected by the client. The portfolio consists of both equities and fixed- income securities with the equity component consisting of a pool of primarily large cap Canadian and U.S. equities and the fixed-income component consisting of Canadian federal government zero coupon treasuries and government-backed floating rate notes. The portion of the Asset Builder Funds’ portfolio allocated to zero coupon treasuries are held in sufficient quantity to satisfy the guarantees payable at the maturity date of each Asset Builder Fund. As a result, our potential loss exposure is very low as it comes from the guarantees payable upon the death of the client prior to the maturity date. The investment objective of the SRIF is to provide income during retirement plus the opportunity for modest capital appreciation. The SRIF product guarantees clients 75% of their net contributions (net of withdrawals) at the earlier of the date of their death or age 100. The portfolio consists of both equities and fixed- income securities, with the equities consisting of a pool of primarily large cap Canadian and U.S. equites that are capped at 25% of the portfolio. The balance is a fixed-income portfolio consisting of investment-grade government and corporate bonds. The high quality of the investments and the percentage cap on equities results in a relatively low potential loss exposure. All accounts in the SRIF are held as Registered Retirement Income Funds which carry government-mandated minimum annual withdrawals. Similar to the Asset Builder Funds, our potential exposure for loss associated with the SRIF is very low as its investment allocations are conservatively aligned with the risks of the client contracts. The Cash Management Fund invests in government guaranteed short-term bonds and short-term commercial and bank papers, with the principal investment objective being the provision of interest income while maintaining liquidity and preserving capital. With the guarantee level at 75% and in light of the time until the scheduled maturity of our segregated funds contracts, we currently do not believe it is necessary to allocate any corporate capital as reserves for segregated fund contract benefits. Investment and Savings Products Revenue.In the United States, we earn revenue from our ISP business in three ways: commissions and payments earned on the sale of such products; fees and payments earned based upon client asset values; and account- based revenue. On the sale of mutual funds (not including managed investments) and annuities, we earn a dealer re-allowance or commission on new purchases as well as trail commissions on the assets held in our clients’ accounts. We also receive marketing and distribution fees from most of our mutual fund and annuity providers. These payments are typically a percentage of sales or a percentage of the clients’ total asset values, or a combination of both. For investments into the Lifetime Investment Platform, we receive an asset-based fee as compensation for the investment advisory and other administrative services we provide. As the IRS approved non-bank custodian for certain funds noted above, PFS Investments receives annual fees on a per-account basis for as long as it services the account. As explained above, PSS receives transfer agent recordkeeping fees for the services it provides to the five fund families noted above in “Mutual Funds” section. An individual client account may include multiple fund positions for which we earn recordkeeping fees. Because the total amount of these fees fluctuates with the number of such accounts and positions within those accounts, the opening or closing of accounts has a direct impact on our revenues. From time to time, the fund companies for whom we provide these services request that accounts or positions with small balances be closed. In Canada, we earn revenue from the sales of our investment and savings products in two 18 Freedom Lives Here ™ ITEM 1. BUSINESS ways: commissions (or dealer reallowance) on mutual fund sales and fees paid based upon clients’ asset values (mutual fund trail commissions and investment advisory fees from segregated funds and Concert™ Series funds). On segregated funds, we also earn deferred sales charges for early withdrawals at an annual declining rate within seven years of an investor’s original contribution. Other Distributed Products We distribute other products, including prepaid legal services, auto and homeowners’ insurance referrals, and home automation solutions. In Canada, we also offer mortgage loan referrals and insurance offerings for small businesses. While some of these products are Primerica- branded, all of them are underwritten or otherwise provided by a third party. We offer our U.S. and Canadian clients a Primerica-branded prepaid legal services program on a subscription basis that is underwritten and provided by LegalShield. The prepaid legal services program offers a network of attorneys in each state, province or territory to assist subscribers with legal matters such as drafting wills, living wills and powers of attorney, trial defense and motor vehicle-related matters. We receive a commission based on sales and renewals of these subscriptions. We have an arrangement with Answer Financial, Inc. (“Answer Financial”), an independent insurance agency, whereby U.S. sales representatives refer clients to Answer Financial to receive multiple, competitive auto and homeowners’ insurance quotes. Answer Financial’s comparative quote process allows clients to easily identify the underwriter that is most competitively priced for their type of risk. We receive commissions based on completed auto and homeowners’ placement of insurance and policy renewals and pay sales representatives a flat referral fee for each completed application and policy renewal. We have an arrangement with Vivint, Inc. (“Vivint”), a company that offers homeowners in the U.S. and many provinces in Canada a comprehensive suite of products and services to protect and remotely control, monitor and manage their homes using any Internet- connected smart device. We receive commissions based on referrals that result in a subscription to Vivint’s home services and pay sales representatives a referral fee for each such subscription. In Canada, we have a referral program for mortgage loan products offered by a third-party lender, B2B Bank. Due to regulatory requirements, sales representatives in Canada only refer clients to the lender and are not involved in the loan application and closing process. We receive referral fees based on the funded loan amount and, in turn, pay a commission to sales representatives. In Canada, we offer insurance products, including supplemental medical and dental, accidental death, and disability, to small businesses. These insurance products are underwritten and provided by The Edge Benefits Inc. and its affiliates. We receive a commission based on sales and renewals of these policies. Regulation Our business is subject to extensive laws and governmental regulations, including administrative determinations, court decisions and similar constraints. The purpose of the laws and regulations affecting our business is primarily to protect our clients and other consumers. Many of the laws and regulations to which we are subject are regularly re-examined, and existing or future laws and regulations may become more restrictive or otherwise adversely affect our operations. Regulatory authorities periodically make inquiries regarding compliance by us and our subsidiaries with insurance, securities and other laws and regulations regarding the conduct of our insurance and securities businesses. At any given time, a number of financial or market conduct examinations of our subsidiaries may be ongoing. We cooperate with such inquiries and take corrective action when warranted. Primerica 2018 Annual Report 19 ITEM 1. BUSINESS Regulation of Our Insurance Business.Primerica Life, as a Tennessee- domiciled insurer, is regulated by the Tennessee Department of Commerce and Insurance and is licensed to transact business in the United States (except New York), the District of Columbia and certain U.S. territories. NBLIC, as a New York- domiciled life insurance underwriting company and a wholly owned subsidiary of Primerica Life, is regulated by the New York State Department of Financial Services (“NYDFS”) and is licensed to transact business in all 50 U.S. states, the District of Columbia and the U.S. Virgin Islands. State insurance laws and regulations regulate all aspects of our U.S. insurance business. Such regulation is vested in state agencies having broad administrative and, in some instances, discretionary power dealing with many aspects of our business, which may include, among other things, premium rates and increases thereto, reserve requirements, marketing practices, advertising, privacy, policy forms, reinsurance reserve requirements, acquisitions, mergers, and capital adequacy. Our U.S. insurance subsidiaries are required to file certain annual, quarterly and periodic reports with the supervisory agencies in the jurisdictions in which they do business, and their business and accounts are subject to examination by such agencies at any time. These examinations generally are conducted under National Association of Insurance Commissioners (“NAIC”) guidelines. Under the rules of these jurisdictions, insurance companies are examined periodically (generally every three to five years) by one or more of the supervisory agencies on behalf of the states in which they do business. Our most recent examinations of the financial condition and affairs of Primerica Life and NBLIC, as well as Peach Re, Inc. (“Peach Re”) and Vidalia Re, Inc. (“Vidalia Re”), special purpose financial captive insurance companies and wholly owned subsidiaries of Primerica Life, performed by the respective domiciliary state insurance department at the time of the exams, were completed during 2016 with no material findings or recommendations noted. Primerica Life Canada is federally incorporated and provincially licensed and is required to file periodic reports with Canadian regulatory agencies. It transacts business in all Canadian provinces and territories. Primerica Life Canada is regulated federally by the Office of the Superintendent of Financial Institutions Canada (“OSFI”) and provincially by the Superintendents of Insurance for each province and territory. Canadian federal and provincial insurance laws regulate all aspects of our Canadian insurance business. OSFI regulates insurers’ corporate governance, financial and prudential oversight, and regulatory compliance, while provincial and territorial regulators oversee insurers’ market conduct practices and related compliance. Our Canadian insurance subsidiary files quarterly and annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) and other locally accepted standards with OSFI in compliance with legal and regulatory requirements. OSFI conducts periodic detailed examinations of insurers’ business and financial practices, including the control environment, internal and external auditing and minimum capital adequacy, surpluses and related testing, legislative compliance and appointed actuary requirements. These examinations also address regulatory compliance with anti-money laundering practices, outsourcing, related-party transactions, privacy and corporate governance. Provincial regulators conduct periodic market conduct examinations of insurers doing business in their jurisdiction. In addition to federal and provincial oversight, Primerica Life Canada is also subject to the guidelines set out by the Canadian Life and Health Insurance Association (“CLHIA”). CLHIA is an industry association that works closely with federal and provincial regulators to establish market conduct guidelines and sound business and financial practices addressing matters such as sales representative suitability and screening, insurance illustrations and partially guaranteed savings products. The laws and regulations governing our U.S. and Canadian insurance businesses include 20 Freedom Lives Here ™ ITEM 1. BUSINESS numerous provisions governing the marketplace activities of insurers, including policy filings, payment of insurance commissions, disclosures, advertising, product replacement, sales and underwriting practices and complaints and claims handling. The state insurance regulatory authorities in the United States and the federal and provincial regulators in Canada generally enforce these provisions through periodic market conduct examinations. In addition, most U.S. states and Canadian provinces and territories, as well as the Canadian federal government, have laws and regulations governing the financial condition of insurers, including standards of solvency, types and concentration of investments, establishment and maintenance of reserves, reinsurance and requirements of capital adequacy. As discussed previously, U.S. state insurance law and Canadian provincial insurance law also require certain licensing of insurers and their agents. Insurance Holding Company Regulation; Limitations on Dividends.The states in which our U.S. insurance subsidiaries are domiciled have enacted legislation and adopted regulations regarding insurance holding company systems. These laws require registration of, and periodic reporting by, insurance companies domiciled within the jurisdiction that control, or are controlled by, other corporations or persons so as to constitute an insurance holding company system. These laws also affect the acquisition of control of insurance companies as well as transactions between insurance companies and companies controlling them. The Parent Company is a holding company that has no significant operations. Our primary asset is the capital stock of our subsidiaries, and our primary liability is $375.0 million in principal amount of senior unsecured notes (the “Senior Notes”). As a result, we depend on dividends or other distributions from our insurance and other subsidiaries as the principal source of cash to meet our obligations, including the payment of interest on, and repayment of, principal of any debt obligations. The states in which our U.S. insurance subsidiaries are domiciled impose certain restrictions on our insurance subsidiaries’ ability to pay dividends to us. In Canada, dividends can be paid subject to the paying insurance company’s continuing compliance with regulatory requirements and upon notice to OSFI. We determine the dividend capacity of our insurance subsidiaries using statutory accounting principles (“SAP”) promulgated by the NAIC and each subsidiaries domiciliary state in the United States and using IFRS in Canada. The following table sets forth the amount of cash and distributions paid or payable by our insurance subsidiaries: Year ended December 31, 2018 2017 2016 (In thousands) Primerica Life $200,000 $138,000 $94,700 Primerica Life Canada 22,755 22,924 22,342 For additional information on dividend capacity and restrictions, see Note 15 (Statutory Accounting and Dividend Restrictions) to our consolidated financial statements included elsewhere in this report. Policy and Contract Reserve Sufficiency Analysis. Under the laws and regulations of their jurisdictions of domicile, our U.S. insurance subsidiaries are required to conduct annual analyses of the sufficiency of their life insurance statutory reserves. In addition, other U.S. jurisdictions in which our U.S. subsidiaries are licensed may have certain reserve requirements that differ from those of their domiciliary jurisdictions. In each case, a qualified actuary must submit an opinion that states that the aggregate statutory reserves, when considered in light of the assets held with respect to such reserves, make good and sufficient provision for the associated contractual obligations and related expenses of the insurer. If such an Primerica 2018 Annual Report 21 ITEM 1. BUSINESS opinion cannot be provided, then the affected insurer must set up additional reserves by moving funds from surplus. Our U.S. insurance subsidiaries most recently submitted these opinions without qualification to applicable insurance regulatory authorities. Primerica Life Canada is also required to conduct regular analyses of the sufficiency of its life insurance statutory reserves. Life insurance reserving and reporting requirements are completed by Primerica Life Canada’s appointed actuary. Materials provided by the appointed actuary are filed with OSFI as part of our annual filing and are subject to OSFI’s review. Based upon this review, OSFI may institute remedial action against Primerica Life Canada as OSFI deems necessary. Primerica Life Canada has not been subject to any such remediation or enforcement by OSFI. Surplus and Capital Requirements. U.S. insurance regulators have the discretionary authority, in connection with the ongoing licensing of our U.S. insurance subsidiaries, to limit or prohibit the ability of an insurer to issue new policies if, in the regulators’ judgment, the insurer is not maintaining a minimum amount of surplus or is in hazardous financial condition. Insurance regulators may also limit the ability of an insurer to issue new life insurance policies and annuity contracts above an amount based upon the face amount and premiums of policies of a similar type issued in the prior year. We do not believe that the current or anticipated levels of statutory surplus of our U.S. insurance subsidiaries present a material risk that any such regulator would limit the amount of new policies that our U.S. insurance subsidiaries may issue. The NAIC has established risk-based capital (“RBC”) standards for U.S. life insurance companies, as well as a risk-based capital model act (the “RBC Model Act”) that has been adopted by the state insurance regulatory authorities. The RBC Model Act provides that life insurance companies must submit an annual RBC report to state regulators regarding their RBC based upon four categories of risk: asset risk; insurance risk; interest rate risk; and business risk. For each category, the capital requirement is determined by applying factors that vary based upon the degree of risk to various asset, premium and policy benefit reserve items. The formula is intended to be used by insurance regulators as an early warning tool to identify possible weakly capitalized companies for purposes of initiating further regulatory action. If an insurer’s RBC falls below specified levels, then the insurer would be subject to different degrees of regulatory action depending upon the level. These actions range from requiring the insurer to propose actions to correct the capital deficiency to placing the insurer under regulatory control. In Canada, OSFI has authority to request an insurer to enter into a prudential agreement implementing measures to maintain or improve the insurer’s safety and soundness. OSFI also may issue orders to an insurer directing it to refrain from unsafe or unsound practices or to take action to remedy financial concerns. OSFI has neither requested that Primerica Life Canada enter into any prudential agreement nor has OSFI issued any order against Primerica Life Canada. In Canada, OSFI oversees an insurer’s minimum capital requirement and determines the sum of capital requirements for five categories of risk: asset default risk; mortality/morbidity/lapse risks; changes in interest rate environment risk; segregated funds risk and foreign exchange risk. NAIC Pronouncements and Reviews. The NAIC promulgates model insurance laws and regulations for adoption by the states in order to standardize insurance industry accounting and reporting guidance. Although many state regulations emanate from NAIC model statutes and pronouncements, SAPs continue to be established by individual state laws, regulations and permitted practices. Certain changes to NAIC model statutes and pronouncements, particularly as they affect accounting issues, may take effect automatically without affirmative action by a given state. With respect to some financial regulations and guidelines, non-domiciliary states sometimes defer to the interpretation of the insurance department of the state of domicile. However, neither the action of the domiciliary state nor the action of 22 Freedom Lives Here ™ ITEM 1. BUSINESS the NAIC is binding on a non-domiciliary state. Accordingly, a non-domiciliary state could choose to follow a different interpretation. The NAIC has established guidelines to assess the financial strength of insurance companies for U.S. state regulatory purposes. The NAIC conducts annual reviews of the financial data of insurance companies primarily through the application of 12 financial ratios prepared on a statutory basis. The annual statements are submitted to state insurance departments to assist them in monitoring insurance companies in their state. Statutory Accounting Principles. SAP is a basis of accounting developed by U.S. insurance regulators to monitor and regulate the solvency of insurance companies. In developing SAP, insurance regulators were primarily concerned with evaluating an insurer’s ability to pay all of its current and future obligations to policyholders. As a result, statutory accounting focuses on conservatively valuing the assets and liabilities of insurers, generally in accordance with standards specified by the insurer’s domiciliary jurisdiction. Uniform statutory accounting practices are established by the NAIC and generally adopted by regulators in the various U.S. jurisdictions. These accounting principles and related regulations determine, among other things, the amounts our insurance subsidiaries may ultimately pay to us as dividends, and they differ in many instances from U.S. generally accepted accounting principles (“U.S. GAAP”), which are designed to measure a business on a going-concern basis. Under U.S. GAAP, incremental direct costs of successful policy acquisitions are capitalized when incurred and then amortized over the life of the associated policies. The valuation of assets and liabilities under U.S. GAAP is based in part upon best estimate assumptions made by the insurer. U.S. GAAP-basis stockholders’ equity represents the ownership interest in the U.S. GAAP-measured net assets held by stockholders. As a result, the values for assets, liabilities and equity reflected in financial statements prepared in accordance with U.S. GAAP will be different from those reflected in financial statements prepared under SAP. State Insurance Guaranty Funds Laws. Under most state insurance guaranty fund laws, insurance companies doing business therein can be assessed up to prescribed limits for policyholder losses incurred by insolvent companies. Most insurance guaranty fund laws currently provide that an assessment may be excused or deferred if it would threaten an insurer’s own financial strength. In addition, assessments may be partially offset by credits against future state premium taxes. Other Regulatory Changes. From time to time, various jurisdictions make changes to the state or provincial licensing examination process that may make it more difficult for sales representatives to obtain their life insurance licenses. In addition, certain jurisdictions have passed laws or proposed regulations that require insurers and insurance agents in the sale of life insurance, including term life insurance and annuities, to disclose conflicts of interest to consumers or meet standards of care requiring that their advice be in the customer’s best interest. The impact on our business and the level of resources necessary to conform to such new regulations will vary depending on the extent of changes required and the jurisdictions that adopt such regulations. Regulation of Our Investment and Savings Products Business.PFS Investments is registered with, and regulated by, FINRA and the Securities and Exchange Commission (“SEC”). It is subject to regulation by the Department of Labor (“DOL”) and by the federal and other state agencies with respect to certain retirement plans, and by state agencies. PFS Investments operates as an introducing broker-dealer, which does not hold client accounts, and is registered in all 50 U.S. states and certain territories and with the SEC. All aspects of PFS Investments’ business are regulated, including sales methods and charges, trade practices, the use and safeguarding of customer securities, capital structure, recordkeeping, conduct and supervision of its independent salespeople. PFS Investments is required to file monthly reports as well as annual audited financial statements with the SEC pursuant to Section 17 Primerica 2018 Annual Report 23 ITEM 1. BUSINESS of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and Rule 17a-5 thereunder. As part of filing these reports, PFS Investments is subject to minimum net capital requirements, as mandated by Rule 15c3-1 of the Exchange Act. The SEC rules and regulations that currently apply to PFS Investments and registered representatives generally require that we make suitable investment recommendations to our customers and disclose conflicts of interest that might affect the recommendations or advice we provide. The SEC proposed new regulations that include: (i) a new rule to establish a “best interest” standard of conduct for broker-dealers and their associated persons when making a recommendation of any securities transaction or investment strategy involving securities to a retail customer; (ii) new and amended rules and forms to require registered broker-dealers, investment advisers and their investment professionals to provide a relationship summary to retail investors; (iii) required disclosures in retail communications; and (iv) an SEC interpretation of the fiduciary standard of conduct for investment advisers (together, the “SEC Best Interest Proposal”). The SEC Regulatory Flexibility Agenda, released in December 2018, indicates that final action on the SEC Best Interest Proposal is expected to be taken in September 2019. PFS Investments is also approved as a non-bank custodian under IRS regulations and, in that capacity, may act as a custodian or trustee for certain retirement accounts. In addition, PFS Investments is an SEC-registered investment advisor and, under the name Primerica Advisors, offers managed investment programs. In most states, sales representatives are required to obtain an additional license to offer these programs. PSS is registered with the SEC as a transfer agent and, accordingly, is subject to SEC rules and examinations. Acting in this capacity, PSS and third-party vendors employed by PSS are responsible for certain client investment account shareholder services. PFSL Investments Canada is a mutual fund dealer registered with and regulated by the Mutual Fund Dealers Association of Canada (the “MFDA”), the national self-regulatory organization for the distribution side of the Canadian mutual fund industry. It is also registered with provincial and territorial securities commissions throughout Canada (“Canadian Securities Administrators” or “CSA”). As a registered mutual fund dealer, PFSL Investments Canada performs the suitability review of mutual fund investment recommendations, and like our U.S. broker- dealer, it does not hold client accounts. PFSL Investments Canada is subject to the rules and regulations established by the Canadian Securities Administrators for the sale of securities, which include standards of conduct for the firm and its sales representatives. PFSL Investments Canada is required to file monthly and annual financial statements and reports with the MFDA that are prepared to comply with the prescribed MFDA reporting requirements. The MFDA has established a risk adjusted capital standard for mutual fund dealers. Its formula is designed to provide advance warning of a member encountering difficulties. If a mutual fund dealer falls below specified levels, then restrictions would apply until rectified, including not being able to act on certain matters without prior written consent from the MFDA. PFSL Investments Canada sales representatives are required to be registered in the provinces and territories in which they do business, including regulation by the Autorité des marchés financiers in Quebec, and are also subject to regulation by the MFDA. These regulators have broad administrative powers, including the power to limit or restrict the conduct of our business and impose censures or fines for failure to comply with the law or regulations. PFSL Fund Management in Canada is registered as an Investment Fund Manager in connection with our Concert™ Series mutual funds and is regulated by provincial securities commissions. PFSL Fund Management is required to file quarterly and annual financial statements with 24 Freedom Lives Here ™ ITEM 1. BUSINESS the Ontario Securities Commission (“OSC”) prepared to meet the requirements of National Instrument 31-103, Registration Requirements, Exemptions and Ongoing Registrant Obligations, based on the financial reporting framework specified in National Instrument 52-107, Acceptable Accounting Principles and Auditing Standards. PFSL Fund Management is required to maintain a minimum level of capital and file its quarterly and annual calculation of excess working capital with the OSC. As an investment fund manager, PFSL Fund Management is required to file periodic reports with provincial and territorial securities commissions throughout Canada for its Concert™ Series mutual funds. Such reports include semi-annual and annual financial statements prepared in accordance with IFRS. As the segregated funds are separate accounts of Primerica Life Canada, the segregated funds are also regulated by OSFI and included as part of the quarterly and annual financial statement filings for Primerica Life Canada. In addition, the segregated funds are also subject to the guidelines set out by the CLHIA. Other Laws and Regulations.The USA Patriot Act of 2001 (the “Patriot Act”) contains anti-money laundering and financial transparency laws and mandates the implementation of various regulations applicable to broker-dealers and other financial services companies, including insurance companies. The Patriot Act seeks to promote cooperation among financial institutions, regulators and law enforcement entities in identifying parties that may be involved in terrorism or money laundering. U.S. federal and state laws and regulations require financial institutions, including insurance companies, to protect the security and confidentiality of consumer financial information and to notify consumers about their policies and practices relating to their collection and disclosure of consumer information and their policies relating to protecting the security and confidentiality of that information. Similarly, federal and state laws and regulations also govern the disclosure and security of consumer health information. In particular, regulations promulgated by the U.S. Department of Health and Human Services regulate the disclosure and use of protected health information by health insurers and others (including certain life insurers), the physical and procedural safeguards employed to protect the security of that information and the electronic storage and transmission of such information. Congress and state legislatures are expected to consider additional legislation relating to privacy and other aspects of consumer information. The Financial Consumer Agency of Canada (“FCAC”), a Canadian federal regulatory body, is responsible for ensuring that federally regulated financial institutions, which include Primerica Life Canada and PFSL Investments Canada, comply with federal consumer protection laws and regulations, voluntary codes of conduct and their own public commitments. The Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”) is Canada’s financial intelligence unit. Its mandate includes ensuring that entities subject to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act comply with reporting, recordkeeping and other obligations under that act. We are also subject to privacy laws under the jurisdiction of federal and provincial privacy commissioners, anti- money laundering laws enforced by FINTRAC and OSFI, and the consumer complaints provisions of federal insurance laws under the mandate of the FCAC, which requires insurers to belong to a complaints ombud-service and file a copy of their complaints handling policy with the FCAC. Competition We operate in a highly competitive environment with respect to the sale of financial products and the retention of the more productive members of the sales force. Competitors with respect to our term life insurance products consist both of stock and mutual insurance companies, as well as other financial intermediaries. Competitive factors affecting the sale of life insurance products include the level of premium rates, benefit features, risk selection practices, Primerica 2018 Annual Report 25 ITEM 1. BUSINESS compensation of sales representatives and financial strength ratings from ratings agencies such as A.M. Best. In offering our securities products, sales representatives compete with a range of other advisors, broker-dealers and direct channels, including wirehouses, regional broker-dealers, independent broker-dealers, insurers, banks, asset managers, registered investment advisors, mutual fund companies and other direct distributors. The mutual funds that we offer face competition from other mutual fund families and alternative investment products, such as exchange-traded funds, while our managed investment programs compete with other fee-based advisory services offered by financial services firms. Our annuity products compete with products from numerous other companies. Competitive factors affecting the sale of annuity products include price, product features, investment performance, commission structure, perceived financial strength, claims-paying ratings, service, and distribution capabilities. Information Technology and Information Security Our business is dependent on maintaining a secure, confidential environment for clients, sales representatives, employees and other partners’ information. Data security and privacy are becoming increasingly important as we depend more and more on Internet-centric and mobile technologies to conduct business and bring solutions to our clients who entrust their data to us. We have built a sophisticated set of information technology platforms to support our clients, operations and sales force. Our data center houses an enterprise-class IBM mainframe that serves as the repository for all client and sales force data and operates as a database server for our distributed environment. This infrastructure also supports a combination of local and remote recovery solutions that are continually tested to ensure we can resume business in the event of a disaster. Our business applications, many of which are proprietary, are supported by experienced application developers and data center staff at our main campus. Our information security teams provide internal services that include project consulting, threat assessments and management, application and infrastructure assessments, secure configuration management, and information security administration. We utilize, continually assess, and update our technical tools and process to industry norms, which by way of example include multiple external threat detection services, external Security Operations Centers, host-based threat detections and prevention, application and infrastructure firewalls and prevention systems, sophisticated assessment and patching systems, and multi- factor controls. We have developed a comprehensive information security risk management program and policies governing privacy and data protection that apply to all business lines and subsidiaries. We have an active Cyber Security Steering Committee (“Steering Committee”) composed of several of the Company’s top executives, including the Chief Operating Officer, General Counsel, Chief Compliance and Risk Officer, Chief Information Officer, and the Chief Governance Officer, among others. The Steering Committee, which holds quarterly meetings, coordinates corporate security initiatives to enable us to optimize spending, manage infrastructure, and minimize security risk. The Steering Committee also provides high-level guidance on technology and security related issues of importance to the Company. We also developed a special cybersecurity program for New York licensees, in connection with the new cybersecurity regulations issued by the NYDFS, that includes information security, compliance training, and incident response planning. As part of the program, we completed a comprehensive cybersecurity risk assessment, which we update annually. We continually assess information security risks and perform recurring internal and external audits. In 2018, we began a triennial cyber maturity assessment process with a specialized external partner, where they evaluate the actual level of maturity of each of our cyber-related processes against the National Institute of Standards and Technology Cybersecurity Framework. The assessment provides unique 26 Freedom Lives Here ™ ITEM 1. BUSINESS insights of our maturity in each area, compared to a large comparable set of firms, to further assist in making strategic investments in each area of risk and control. We also manage regularly scheduled external penetration tests of our infrastructure and application logic against emerging security threats and best practices. Employees receive regular alerts advising them of the most relevant data security risks as well as privacy-related risks and procedures. Employees and third parties with access are required to receive cyber-related training, with certain positions requiring additional, specialized training. Employees are also subject to quarterly phishing tests. We have an Incident Response Plan (“Plan”) that is reviewed and updated regularly. Under this Plan, our Incident Response Team consists of employees from our information security, legal, compliance, public relations, and business teams. This Plan is designed to help us identify and promptly respond to information security incidents, contain, eradicate and recover from such incidents, notify affected parties and, where appropriate, notify government and regulatory authorities. This Plan documents the roles and responsibilities of our personnel and third-party vendors in responding to information security incidents, including when and to whom incidents should be reported based on level of severity. On a semi-annual basis, the team undertakes facilitator-led trainings and simulations of information security incidents. We also maintain cyber insurance coverage. The reporting of all cyber-related risks and assessments is ongoing to senior management and to our Board of Directors, and our Board of Directors has oversight responsibility for our cyber security program pursuant to our Plan. Employees As of December 31, 2018, we had 1,899 full-time employees in the United States and 267 full-time employees in Canada. In addition, as of December 31, 2018, we had 533 on-call employees in the United States and 68 on-call employees in Canada who provided services on an as-needed hourly basis. None of our employees is a member of any labor union, and we have never experienced any business interruption as a result of any labor disputes. Available Information We make available free of charge on our website (www.primerica.com) our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable upon filing such information with, or furnishing it to, the SEC. Information included on our website is not incorporated by reference into this report. The Company’s reports are also available on the SEC’s website. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. ITEM 1A. RISK FACTORS. Risks Related to Our Distribution Structure Our failure to continue to attract new recruits, retain sales representatives or license or maintain the licensing of sales representatives would materially adversely affect our business, financial condition and results of operations. New sales representatives provide us with access to new clients, enable us to increase sales and provide the next generation of successful sales representatives. As is typical with distribution businesses, we experience a high rate of turnover among the part-time sales representatives, which requires us to attract, retain and motivate a large number of sales representatives. Recruiting is performed by current sales representatives, and the effectiveness of recruiting is generally dependent upon our reputation as a provider of a rewarding and potentially lucrative income Primerica 2018 Annual Report 27 ITEM 1A. RISK FACTORS opportunity, as well as the general competitive and economic environment. Whether recruits are motivated to complete their training and licensing requirements and commit to selling our products is largely dependent upon the effectiveness of our compensation and promotional programs, as well as the competitiveness of such programs compared with other companies, including other part-time business opportunities and the recruits’ desire to help middle-income families in their communities become educated about their finances and assist them in identifying products that provide income protection and savings opportunities. If our new business opportunities and products do not generate sufficient interest to attract new recruits, motivate them to become licensed sales representatives and maintain their licenses, and incentivize them to sell our products and recruit other new sales representatives, our business would be materially adversely affected. Certain key RVPs have large sales organizations that include thousands of sales representatives. These key RVPs are responsible for attracting, motivating, supporting and assisting the sales representatives in their sales organizations. The loss of one or more key RVPs together with a substantial number of their sales representatives for any reason could materially adversely affect our financial results and could impair our ability to attract new sales representatives. Furthermore, if we or any other businesses with a similar distribution structure engage in practices resulting in increased negative public attention for our business model, the resulting reputational challenges could adversely affect our ability to attract new recruits. Companies such as ours that use independent agents to sell directly to customers can be the subject of negative commentary on website postings, social media and other non-traditional media. This negative commentary can spread inaccurate or incomplete information about distribution companies in general or our Company in particular, which can make our recruiting more difficult. From time to time, various jurisdictions make changes to the state or provincial licensing examination process that may make it more difficult for sales representatives to obtain their life insurance licenses. Likewise, FINRA restructured its representative-level qualification examination program in October 2018. While the objective of the new program is to improve efficiencies, if the changes create barriers to entry that are not relevant to assessing an applicant’s competence, the costs significantly increase, or the program is implemented without adequate transitions, the restructured program could result in a decrease in the number of U.S. representatives obtaining their securities licenses in the United States. There are a number of laws and regulations that could apply to our distribution model, which could require us to modify our distribution structure. In the past, certain distribution models that use independent agents to sell directly to customers have been subject to challenge under various laws, including laws relating to business opportunities, franchising and unfair or deceptive trade practices. In general, state business opportunity and franchise laws in the United States prohibit sales of business opportunities or franchises unless the seller provides potential purchasers with a pre-sale disclosure document that has first been filed with a designated state agency and grants purchasers certain legal recourse against sellers of business opportunities and franchises. Certain Canadian provinces have enacted legislation dealing with franchising, which typically requires mandatory disclosure to prospective franchisees. We have not been, and are not currently, subject to business opportunity laws because the amounts paid by the new sales representatives to us: (i) are less than the minimum thresholds set by many state and provincial statutes and (ii) are not fees paid for the right to participate in a business, but rather are for bona fide expenses such as state and provincial-required insurance examinations and pre-licensing 28 Freedom Lives Here ™ ITEM 1A. RISK FACTORS training. We have not been, and are not currently, subject to franchise laws for similar reasons. However, there is a risk that a governmental agency or court could disagree with our assessment or that these laws and regulations could change. In addition, although we do not believe that the Federal Trade Commission (“FTC”)‘s Business Opportunity Rule applies to our Company, it could be interpreted in a manner inconsistent with our interpretation. Becoming subject to business opportunity or franchise laws or regulations could require us to provide additional disclosures and regulate the manner in which we recruit sales representatives that may increase the expense of, or adversely impact our recruitment of new sales representatives. There are various laws and regulations that prohibit fraudulent or deceptive schemes known as pyramid schemes. In general, a pyramid scheme is defined as an arrangement in which new participants are required to pay a fee to participate in the organization and then receive compensation primarily for recruiting other persons to participate, either directly or through sales of goods or services that are merely disguised payments for recruiting others. The application of these laws and regulations to a given set of business practices is inherently fact- based and, therefore, is subject to interpretation by applicable enforcement authorities. Sales representatives are paid commissions and other compensation based on sales of our products and services to bona fide purchasers, and for this and other reasons we do not believe that we are subject to laws regulating pyramid schemes. Moreover, sales representatives are not required to purchase any of the products marketed by us. However, even though we believe that our distribution practices are currently in compliance with, or exempt from, these laws and regulations, there is a risk that a governmental agency or court could disagree with our assessment or that these laws and regulations could change, which could require us to restructure our operations in certain jurisdictions or result in other costs or fines. There are also federal, state and provincial laws of general application, such as the Federal Trade Commission Act (the “FTC Act”), and state or provincial unfair and deceptive trade practices laws that could potentially be invoked to challenge aspects of our recruiting of sales representatives. In particular, our recruiting efforts include promotional materials for recruits that describe the potential business opportunity available to them if they become sales representatives. These materials, as well as our other recruiting efforts and those of the sales representatives, are subject to scrutiny by the FTC and state and provincial enforcement authorities with respect to misleading statements, including misleading earnings or lifestyle claims made to encourage potential new recruits to become sales representatives. If claims made by us or by the sales representatives are deemed to be unfair, deceptive, or misleading, it could result in violations of the FTC Act or similar state and provincial statutes prohibiting unfair or deceptive trade practices or result in reputational harm. Being subject to, or out of compliance with, the aforementioned laws and regulations could require us to change our distribution structure, which could materially adversely affect our business, financial condition and results of operations. There may be adverse tax, legal or financial consequences if the independent contractor status of sales representatives is overturned. Sales representatives are independent contractors who operate their own businesses. In the past, we have been successful in defending our Company in various contexts before courts and governmental agencies against claims that sales representatives should be treated like employees. Although we believe that we have properly classified sales representatives as independent contractors, there is nevertheless a risk that the IRS, the Canada Revenue Agency, a court or other authority will take a different view. Furthermore, the tests governing the determination of whether an individual is Primerica 2018 Annual Report 29 ITEM 1A. RISK FACTORS considered to be an independent contractor or an employee are typically fact-sensitive and vary from jurisdiction to jurisdiction. Laws and regulations that govern the status and misclassification of independent sales representatives are subject to change or interpretation. The classification of workers as independent contractors has been the subject of federal, state and provincial legislative, regulatory and judicial interest over the last several years. In some jurisdictions, regulatory proposals have been introduced and judicial decisions have been made that call for or result in greater scrutiny of independent contractor classifications. We cannot predict the outcome of any such legislative, regulatory, or judicial activity. If there is an adverse determination with respect to the classification of some or all of the independent contractors by a court or governmental agency, we could incur significant costs in complying with such laws and regulations, including in respect of tax withholding, social security payments, retirement plan contributions and recordkeeping, employee benefits, payment of wages or modification of our business model, any of which could have a material adverse effect on our business, financial condition and results of operations. In addition, there is the risk that we may be subject to significant monetary liabilities arising from fines or judgments as a result of any such actual or alleged non-compliance with federal, state, or provincial laws. The Company’s or the independent sales representatives’ violation of, or non-compliance with, laws and regulations and related claims and proceedings could expose us to material liabilities. Extensive federal, state, provincial and territorial laws regulate our product offerings and our relationships with our clients, imposing certain requirements that sales representatives must follow. At any given time, we may have pending state, federal or provincial examinations or inquiries of our investment and savings products, insurance and other businesses. In addition to imposing requirements that sales representatives must follow in their dealings with clients, these laws and regulations generally require us to maintain a system of supervision reasonably designed to ensure that sales representatives comply with the requirements to which they are subject. We have policies and procedures to comply with these laws and regulations. However, despite these compliance and supervisory efforts, the breadth of our operations and the broad regulatory requirements could result in oversight failures and instances of non-compliance on the part of the Company or the sales representatives. From time to time, we are subject to private litigation as a result of alleged misconduct by sales representatives. Examples include claims that a sales representative’s failure to disclose underwriting-related information regarding the insured on an insurance application resulted in the denial of a life insurance policy claim, and with respect to investment and savings products sales, errors or omissions that a sales representative made in connection with the purchase or sale of a securities product. Non-compliance with laws or regulations by the sales representatives could result in adverse findings in either examinations or litigation and could subject us to sanctions, monetary liabilities, restrictions on or the loss of the operation of our business, or reputational harm, any of which could have a material adverse effect on our business, financial condition and results of operations. Any failure to protect the confidentiality of client information could adversely affect our reputation and have a material adverse effect on our business, financial condition and results of operations. Pursuant to federal, state and provincial laws, various government agencies have established rules protecting the privacy and security of personal information, which vary significantly from jurisdiction to jurisdiction. Many sales representatives, employees, and third-party 30 Freedom Lives Here ™ ITEM 1A. RISK FACTORS service providers have access to, and routinely process, personal information of clients on paper and on personal and company-owned hardware, the cloud and mobile devices through a variety of media, including the Internet and software applications. We rely on various internal processes and controls to protect the confidentiality of client information that is accessible to, or in the possession of, our Company, our employees and the sales representatives. If a sales representative, employee, or third-party service provider intentionally or unintentionally discloses or misappropriates confidential client information or our data is the subject of a cybersecurity attack, or if we fail to maintain adequate internal controls or sales representatives, employees, or service providers fail to comply with our policies and procedures, misappropriation or intentional or unintentional inappropriate disclosure or misuse of client information could occur. Such internal control inadequacies or non-compliance could materially damage our reputation or lead to civil or criminal penalties, which, in turn, could have a material adverse effect on our business, financial condition and results of operations. Risks Related to Our Insurance Business and Reinsurance We may face significant losses if our actual experience differs from our expectations regarding mortality or persistency. We set prices for life insurance policies based upon expected claim payment patterns derived from assumptions we make about the mortality rates, or likelihood of death, of our policyholders in any given year. The long-term profitability of these products depends upon how our actual mortality rates compare to our pricing assumptions. For example, if mortality rates are higher than those assumed in our pricing assumptions, we could be required to make more death benefit payments under our life insurance policies or to make such payments sooner than we had projected, which may decrease the profitability of our term life insurance products and result in an increase in the cost of our subsequent reinsurance transactions. The prices and expected future profitability of our life insurance products are also based, in part, upon assumptions related to persistency. Actual persistency that is lower than our persistency assumptions could have an adverse effect on profitability, especially in the early years of a policy, primarily because we would be required to accelerate the amortization of expenses we deferred in connection with the acquisition of the policy. Actual persistency that is higher than our persistency assumptions could have an adverse effect on profitability in the later years of a block of policies because the anticipated claims experience is higher in these later years. If actual persistency is significantly different from that assumed in our pricing assumptions, our reserves for future policy benefits may prove to be inadequate. We are precluded from adjusting premiums on our in-force business during the initial term of the policies, and our ability to adjust premiums on in-force business after the initial policy term is limited to the maximum premium rates in the policy. Our assumptions and estimates regarding mortality and persistency require us to make numerous judgments and, therefore, are inherently uncertain. We cannot determine with precision the actual persistency or ultimate amounts that we will pay for actual claim payments on a block of policies, the timing of those payments, or whether the assets supporting these contingent future payment obligations will increase to the levels we estimate before payment of claims. If we conclude that our future policy benefit reserves, together with future premiums, are insufficient to cover actual or expected claims payments and the scheduled amortization of our deferred policy acquisition costs (“DAC”), we would be required to first accelerate our amortization of DAC and then increase our future policy benefit reserves in the period in which we make the determination, which could materially adversely affect our business, financial condition and results of operations. Primerica 2018 Annual Report 31 ITEM 1A. RISK FACTORS The occurrence of a catastrophic event could materially adversely affect our business, financial condition and results of operations. Our insurance operations are exposed to the risk of catastrophic events, which could cause a large number of premature deaths of our insureds. A catastrophic event could also cause significant volatility in global financial markets and disrupt the economy. Although we have ceded a significant majority of our mortality risk to reinsurers, a catastrophic event could cause a material adverse effect on our business, financial condition and results of operations. Claims resulting from a catastrophic event could cause substantial volatility in our financial results for any quarter or year and could also materially harm the financial condition of our reinsurers, which would increase the probability of default on reinsurance recoveries. Our ability to write new business could also be adversely affected. In addition, most of the jurisdictions in which our insurance subsidiaries are licensed to transact business require life insurers to participate in guaranty associations, which raise funds to pay contractual benefits owed pursuant to insurance policies issued by impaired, insolvent or failed issuers. It is possible that a catastrophic event could require extraordinary assessments on our insurance companies, which could have a material adverse effect on our business, financial condition and results of operations. Our insurance business is highly regulated, and statutory and regulatory changes may materially adversely affect our business, financial condition and results of operations. Life insurance statutes and regulations are generally designed to protect the interests of the public and policyholders. Those interests may conflict with the interests of our stockholders. Currently, in the United States, the power to regulate insurance resides almost exclusively with the states. The laws of the various U.S. jurisdictions grant state insurance regulators broad powers to regulate almost all aspects of our insurance business. Much of this state regulation follows model statutes or regulations developed or amended by the NAIC, which is composed of the insurance commissioners of each U.S. jurisdiction. The NAIC re-examines and amends existing model laws and regulations (including holding company regulations) in addition to determining whether new ones are needed. The Dodd-Frank Act created the Federal Insurance Office and authorized it to, among other things, study methods to modernize and improve insurance regulation. We cannot predict with certainty whether, or in what form, reforms will be enacted and, if so, whether the enacted reforms will materially affect our business. Changes in federal statutes, including the Gramm-Leach-Bliley Act and the McCarran- Ferguson Act, financial services regulation and federal taxation, in addition to changes to state statutes and regulations, may be more restrictive than current requirements or may result in higher costs, and could materially adversely affect our business, financial condition and results of operations. On July 18, 2018, the NYDFS issued a final version of amendments to its suitability regulation for annuities (the “Amended Suitability Rule”), which imposes certain duties and obligations on insurers and insurance producers in the sale of life insurance, including term life insurance, and annuities. Under the Amended Suitability Rule, the NYDFS requires firms and insurance representatives to ensure that transactions are suitable and consistent with the customer’s “best interest”. While the factors considered to satisfy suitability requirements for term life insurance are less onerous than for other products, the Amended Suitability Rule may necessitate changes to our term life insurance business in New York. The Amended Suitability Rule will become effective for annuity products on August 1, 2019 and for life insurance products on February 1, 2020. Federal and provincial insurance laws regulate all aspects of our Canadian insurance business. Changes to federal or provincial statutes and 32 Freedom Lives Here ™ ITEM 1A. RISK FACTORS regulations may be more restrictive than current requirements or may result in higher costs, which could materially adversely affect our business, financial condition and results of operations. If OSFI determines that our corporate actions do not comply with applicable Canadian law, Primerica Life Canada could face sanctions or fines, and Primerica Life Canada could be subject to increased capital requirements or other requirements deemed appropriate by OSFI. We received approval from the Minister of Finance (Canada) under the Insurance Companies Act (Canada) in connection with our indirect acquisition of Primerica Life Canada. The Minister expects that a person controlling a federal insurance company will provide ongoing financial, managerial or operational support to its subsidiary should such support prove necessary. This ongoing support may take the form of additional capital, the provision of managerial expertise or the provision of support in such areas as risk management, internal control systems and training. In the event that OSFI determines Primerica Life Canada is not receiving adequate support from the Parent Company under applicable Canadian law, Primerica Life Canada may be subject to increased capital requirements or other requirements deemed appropriate by OSFI. If there were to be extraordinary changes to statutory or regulatory requirements in the United States or Canada, we may be unable to fully comply with or maintain all required insurance licenses and approvals. Regulatory authorities have relatively broad discretion to grant, renew and revoke licenses and approvals. If we do not have all requisite licenses and approvals, or do not comply with applicable statutory and regulatory requirements, the regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our insurance activities or impose fines or penalties on us, which could materially adversely affect our business, financial condition and results of operations. We cannot predict with certainty the effect any proposed or future legislation or regulatory initiatives may have on the conduct of our business. A decline in the regulatory capital ratios of our insurance subsidiaries could result in increased scrutiny by insurance regulators and ratings agencies and have a material adverse effect on our business, financial condition and results of operations. Each of our U.S. insurance subsidiaries is subject to RBC standards (imposed under the laws of its respective jurisdiction of domicile). The RBC formula for U.S. life insurance companies generally establishes capital requirements relating to asset, insurance, interest rate and business risks. Our U.S. insurance subsidiaries are required to report their results of RBC calculations annually to the applicable state department of insurance and the NAIC. Our Canadian life insurance subsidiary is subject to the Life Insurance Capital Adequacy Test Guideline (“LICAT”), and is required to provide its capital ratio calculations to the Canadian regulators. The capitalization of our insurance subsidiaries is maintained at levels in excess of the effective minimum requirements of the NAIC in the United States and OSFI in Canada. In any particular year, statutory capital and surplus amounts and RBC and LICAT ratios may increase or decrease depending on a variety of factors, including the amount of statutory income or losses generated by our insurance subsidiaries, the amount of additional capital our insurance subsidiaries must hold to support business growth, changes in their reserve requirements, the value of securities in their investment portfolios, the credit ratings of investments held in their portfolios, changes in interest rates, credit market volatility, changes in consumer behavior, as well as changes to the NAIC’s RBC formula or the LICAT calculation of OSFI. Many of these factors are outside of our control. Our financial strength and credit ratings are significantly influenced by the statutory surplus amounts and RBC and LICAT ratios of our insurance company subsidiaries. Ratings agencies may change their internal models, effectively increasing or decreasing the amount of statutory capital our insurance subsidiaries must hold to maintain their current ratings. Primerica 2018 Annual Report 33 ITEM 1A. RISK FACTORS Further, errors in programming, data entry, or our calculations could impact the accuracy of our estimates. Ratings agencies also may downgrade the ratings of securities held in our insurance subsidiaries’ portfolios, which could result in a reduction of our insurance subsidiaries’ statutory capital and surplus and RBC. There is no assurance that our insurance subsidiaries will not need additional capital or, if needed, that we will be able to provide it to maintain the targeted RBC and LICAT levels to support their business operations. The failure of any of our insurance subsidiaries to meet its applicable RBC and LICAT requirements or minimum capital and surplus requirements could subject it to further examination or corrective action imposed by insurance regulators, including limitations on its ability to write additional business, supervision by regulators or seizure or liquidation. Any corrective action imposed could have a material adverse effect on our business, financial condition and results of operations. A decline in RBC or LICAT also limits the ability of our insurance subsidiaries to pay dividends or make distributions and could be a factor in causing ratings agencies to downgrade the financial strength ratings of all our insurance subsidiaries. Such downgrades would have an adverse effect on our ability to write new insurance policies and, therefore, could have a material adverse effect on our business, financial condition and results of operations. A significant ratings downgrade by a ratings organization could materially adversely affect our business, financial condition and results of operations. Each of our insurance subsidiaries, with the exception of Peach Re and Vidalia Re, has been assigned a financial strength rating by A.M. Best. Primerica Life currently also has an insurer financial strength rating from each of Standard & Poor’s and Moody’s. The financial strength ratings of our insurance subsidiaries are subject to periodic review using, among other things, the ratings agencies’ proprietary capital adequacy models, and are subject to revision or withdrawal at any time. Insurance financial strength ratings are directed toward the concerns of policyholders and are not intended for the protection of stockholders or as a recommendation to buy, hold or sell securities. Our financial strength ratings will affect our competitive position relative to other insurance companies. If the financial strength ratings of our insurance subsidiaries fall below certain levels, some of our policyholders may move their business to our competitors. In addition, the models used by ratings agencies to determine financial strength are different from the capital requirements set by insurance regulators. Ratings organizations review the financial performance and financial conditions of insurance companies, and provide opinions regarding financial strength, operating performance and ability to meet obligations to policyholders. A significant downgrade in the financial strength ratings of any of our insurance subsidiaries, or the announced potential for a downgrade, could have a material adverse effect on our business, financial condition and results of operations by, among other things: • reducing sales of insurance products; • adversely affecting our relationships with sales representatives; • materially increasing the amount of policy cancellations by our policyholders; • requiring us to reduce prices to remain competitive; and • adversely affecting our ability to obtain reinsurance at reasonable prices or at all. If the rating agencies or regulators change their approach to financial strength ratings and statutory capital requirements, we may need to take action to maintain current ratings and capital adequacy ratios, which could have a material adverse effect on our business, financial condition and results of operations. In addition to financial strength ratings of our insurance subsidiaries, the Parent Company 34 Freedom Lives Here ™ ITEM 1A. RISK FACTORS currently has investment grade credit ratings from Standard & Poor’s, Moody’s, and A.M. Best. These ratings are indicators of a debt issuer’s ability to meet the terms of debt obligations and are important factors in its ability to access liquidity in the debt markets. A rating downgrade by a rating agency can occur at any time if the rating agency perceives an adverse change in our financial condition, results of operations or ability to service debt. If such a downgrade occurs, it could have a material adverse effect on our financial condition and results of operations in many ways, including adversely limiting our access to capital in the unsecured debt market and potentially increasing the cost of such debt. The failure by any of our reinsurers or reserve financing counterparties to perform its obligations to us could have a material adverse effect on our business, financial condition and results of operations. We extensively use reinsurance in the United States to diversify our risk and to manage our loss exposure to mortality risk. Reinsurance does not relieve us of our direct liability to our policyholders, even when the reinsurer is liable to us. We, as the insurer, are required to pay the full amount of death benefits even in circumstances where we are entitled to receive payments from the reinsurer. Due to factors such as insolvency, adverse underwriting results or inadequate investment returns, our reinsurers may not be able to pay the amounts they owe us on a timely basis or at all. Further, reinsurers might refuse or fail to pay losses that we cede to them or might delay payment. Since death benefit claims may be paid long after a policy is issued, we bear credit risk with respect to our reinsurers. The creditworthiness of our reinsurers may change before we can recover amounts to which we are entitled. Any such failure to pay by our reinsurers could have a material adverse effect on our business, financial condition and results of operations. We also have in place coinsurance agreements that we originally entered into at the time of our IPO, pursuant to which we ceded between 80% and 90% of the risks and rewards of our term life insurance policies that were in force at year-end 2009. Under this arrangement, our existing reinsurance agreements remain in place. Each coinsurer entered into trust agreements with our respective insurance subsidiaries and a trustee pursuant to which the coinsurer placed assets (primarily treasury and fixed-income securities) in trust for such subsidiary’s benefit to secure the coinsurer’s obligations to such subsidiary. Each such coinsurance agreement requires each coinsurer to maintain assets in trust, which amount will not be less than the amount of the reserves for the coinsured liabilities. In Canada, the IPO reinsurer must hold pledged assets in a Canadian financial institution, not affiliated with the IPO reinsurer, with our Canadian insurance company having an enforceable security interest that has priority over any other security interest for the pledged assets. Furthermore, our insurance subsidiaries have the right to recapture the business upon the occurrence of an event of default under their respective coinsurance agreement subject to any applicable cure periods. While any such recapture would be at no cost to us, such recapture would result in a substantial increase in our insurance exposure and require us to be fully responsible for the management of the assets set aside to support statutory reserves. The type of assets we might obtain as a result of a recapture may not be as liquid as our current invested asset portfolio and could result in an unfavorable impact on our risk profile. There is no assurance that the relevant coinsurer will pay the coinsurance obligations owed to us now or in the future or that it will pay these obligations on a timely basis. If any of the coinsurers becomes insolvent, the trust account to support the obligations of such coinsurer is insufficient to pay such coinsurer’s obligations to us and we fail to enforce our right to recapture the business, it could have a material adverse effect on our business, financial condition and results of operations. Primerica 2018 Annual Report 35 ITEM 1A. RISK FACTORS We have entered into transactions by which we finance redundant statutory reserves of certain issue years of our term life insurance business. Under these transactions, we pay a fee to financial counterparties for their commitment to support redundant reserves and provide corresponding statutory reinsurance credit, allowing us to more efficiently manage our capital. While we monitor the credit quality and financial strength of these counterparties, if their financial strength was significantly impaired to the extent that their support of our redundant reserves could no longer be relied upon, it could have a material adverse effect on our business, financial condition, and results of operations. Risks Related to Our Investments and Savings Products Business Our Investment and Savings Products segment is heavily dependent on mutual fund and annuity products offered by a relatively small number of companies, and, if these products fail to remain competitive with other investment options or we lose our relationship with one or more of these companies, our business, financial condition and results of operations may be materially adversely affected. We earn a significant portion of our earnings through our relationships with a small group of mutual fund and annuity companies. A decision by one or more of these companies to alter or discontinue their current arrangements or product offerings with us, or a change in law or regulation that compels us to alter or discontinue such arrangements, could materially adversely affect our business, financial condition and results of operations. If any of our investment and savings products fail to achieve satisfactory investment performance, our clients may seek higher yielding alternative investment products, and we could experience higher redemption rates. In addition, we earn a growing portion of our earnings through our asset-based advisory platform. A mix shift of new investments to our advisory platform could materially impact cash flows to our business, financial condition and results of operations. In recent years there has been an increase in the popularity of alternative investments such as exchange traded funds (ETFs), which we do not currently offer on our brokerage platform, but which are available indirectly to our clients on our advisory platform. These investment options typically have low fee structures and provide some of the attributes of mutual funds, such as risk diversification. If these products continue to gain traction among our client base as viable alternatives to mutual fund investments, or if other product innovations not offered by us gain traction, our investment and savings products revenues could decline. In addition to sales commissions and asset- based compensation, a portion of our earnings from investment and savings products comes from recordkeeping services that we provide to mutual fund companies and from fees earned for custodial services that we provide to clients with retirement plan accounts in the funds of these mutual fund companies. We also receive marketing and support fees from each of these mutual fund companies. A decision by one or more of these fund companies to alter or discontinue their current arrangements with us, or a change in law or regulation that compels us to alter or discontinue such arrangements, would materially adversely affect our business, financial condition and results of operations. The Company’s or the securities-licensed sales representatives’ violations of, or non-compliance with, laws and regulations could expose us to material liabilities. Our subsidiary broker-dealer and registered investment advisor, PFS Investments, and the sales representatives, are subject to federal and state regulation of its securities business. These regulations cover sales practices, trade suitability, supervision of registered representatives, recordkeeping, the conduct and qualification of officers and employees, net capital requirements, business operations, the 36 Freedom Lives Here ™ ITEM 1A. RISK FACTORS rules and regulations of the MSRB and state blue sky regulation. Investment advisory representatives are generally held to a higher standard of conduct than registered representatives. Our subsidiary, PSS, is a registered transfer agent engaged in the recordkeeping business and is subject to SEC regulation. Violations of laws or regulations applicable to the activities of PFS Investments or PSS, or violations by a third party with which PFS Investments or PSS contracts, could subject us to disciplinary actions and litigation and could result in the imposition of cease and desist orders, fines or censures, restitution to clients, suspension or revocation of SEC registration, suspension or expulsion from FINRA, reputational damage and legal expense, any of which could materially adversely affect our business, financial condition and results of operations. Our Canadian broker-dealer subsidiary, PFSL Investments Canada and the sales representatives are subject to the securities laws of the provinces and territories of Canada in which we sell our mutual fund products and to the rules of the MFDA, the self-regulatory organization governing mutual fund dealers. PFSL Investments Canada is subject to periodic review by both the MFDA and the provincial and territorial securities commissions to assess its compliance with, among other things, applicable capital requirements and sales practices and procedures. These regulators have broad administrative powers, including the power to limit or restrict the conduct of our business for failure to comply with applicable laws or regulations. Possible sanctions that could be imposed include the suspension of individual sales representatives, limitations on the activities in which the dealer may engage, suspension or revocation of the dealer registration, the ability to withhold licenses or to impose restrictive terms and conditions on the licenses of sales representatives, censure or fines, any of which could materially adversely affect our business, financial condition and results of operations. If heightened standards of conduct or more stringent licensing requirements, such as those proposed by the SEC and those proposed or adopted by state legislatures or regulators or Canadian securities regulators, are imposed on us or the sales representatives, or selling compensation is reduced as a result of new legislation or regulations, it could have a material adverse effect on our business, financial condition and results of operations. The U.S. sales representatives are subject to federal and state regulation as well as state licensing requirements. PFS Investments, which is regulated as a broker-dealer, and U.S. sales representatives are currently subject to general anti-fraud limitations under the Exchange Act and SEC rules and regulations, as well as other conduct standards prescribed by the FINRA. These standards generally require that broker- dealers and their sales representatives disclose conflicts of interest that might affect the advice or recommendations they provide and require them to make suitable investment recommendations to their customers. On April 18, 2018, the SEC proposed: (i) a new rule to establish a best interest standard of conduct for broker-dealers and their associated persons when making a recommendation of any securities transaction or investment strategy involving securities to a retail customer; (ii) new and amended rules and forms to require registered broker-dealers, investment advisers and their investment professionals to provide a relationship summary to retail investors; (iii) required disclosures in retail communications; and (iv) an SEC interpretation of the fiduciary standard of conduct for investment advisers (collectively, the “SEC Best Interest Proposal”). The SEC Regulatory Flexibility Agenda indicates that final action on the SEC Best Interest Proposal is expected to be taken in September 2019. Similarly, in Canada, CSA published a notice requesting public comment on reforms to obligations of registered firms and Primerica 2018 Annual Report 37 ITEM 1A. RISK FACTORS individuals to enhance conflict of interest mitigation rules (“Client Focused Reforms”). In addition to federal regulators, certain states, including Connecticut, Illinois, Maryland, Nevada, New Jersey, and New York, have proposed or passed laws or proposed or issued regulations requiring investment advisers, broker-dealers, and/or insurance agents to meet fiduciary standards or standards of care that their advice be in the customer’s best interest, and to disclose conflicts of interest to consumers of investment and insurance products. The severity of the impact that such laws or regulations could have on our business vary from state to state depending on the content of the legislation or regulation and how it is applied by state regulators and interpreted by the courts. We cannot quantify the financial impact, if any, of any changes to our business that may be necessary in order to comply with such laws or regulations at this time. In Canada, on September 13, 2018, the CSA published for comment proposed amendments that would prohibit upfront sales commissions by fund companies for the sale of mutual funds offered under a prospectus. The CSA expects that the prohibition of upfront sales commissions by fund companies will eliminate the use of the mutual fund deferred sales charge compensation model, which is the primary model for the mutual funds we distribute in Canada. These proposed amendments follow the June 21, 2018 publication of the CSA’s policy decision on embedded commissions and its proposed Client Focused Reforms. Under proposed enhanced conflict of interest rules in the Client Focused Reforms, all embedded commissions would be considered conflicts that must be addressed in the best interests of clients or avoided. The proposed amendments were open for comment until December 13, 2018. If such rules are adopted, changes in compensation arrangements with the fund companies that offer the mutual fund products we distribute in Canada may be necessary. Heightened standards of conduct or restrictions on compensation as a result of any of the above items or other similar proposed rules or regulations could also increase the compliance and regulatory burdens on the sales representatives and could lead to increased litigation and regulatory risks, changes to our business model, a decrease in the number of licensed representatives and a reduction in the products we offer to our clients, any of which could have a material adverse effect on our business, financial condition and results of operations. If our suitability policies and procedures, or our policies and procedures for compliance with federal or state regulations governing standards of care, were deemed inadequate, it could have a material adverse effect on our business, financial condition and results of operations. We review the account applications that we receive for our investment and savings products for suitability and for compliance with other federal or state regulations governing standards of care. While we believe that the policies and procedures we implement to help sales representatives assist clients in making appropriate and suitable investment choices, and that will satisfy other federal and state standards of care, are reasonably designed to achieve compliance with applicable securities laws and regulations, it is possible that the SEC, FINRA, the DOL, the IRS, state securities and insurance regulators or MFDA may not agree. Further, we could be subject to regulatory actions or private litigation, which could materially adversely affect our business, financial condition and results of operations. Sales force support tools may fail to appropriately identify financial needs or suitable investment products. The support tools we make available to the sales force are designed to educate potential and existing clients, help identify their financial needs, generally introduce the potential benefits 38 Freedom Lives Here ™ ITEM 1A. RISK FACTORS of our product offerings, and identify suitable investment products. The tools themselves or the assumptions and methods of analyses embedded in them could be challenged and subject us to regulatory action by the SEC, the DOL, FINRA or other regulators, or private litigation, which could materially adversely affect our business, financial condition and results of operations. Non-compliance with applicable regulations could lead to revocation of our subsidiary’s status as a non-bank custodian. PFS Investments is a non-bank custodian of retirement accounts, as permitted under Treasury Regulation 1.408-2. A non-bank custodian is an entity that is not a bank and that is permitted by the IRS to act as a custodian for retirement plan account assets of our clients. The IRS retains authority to revoke or suspend that status if it finds that PFS Investments is unwilling or unable to administer retirement accounts in a manner consistent with the requirements of the applicable regulations. Revocation of PFS Investments’ non-bank custodian status would affect its ability to earn revenue for providing such services and, consequently, could materially adversely affect our business, financial condition and results of operations. As our securities sales increase, we become more sensitive to performance of the equity markets. A significant portion of our investment sales and assets under management are comprised of North American equity-based products. The multi-year growth in equity valuations has increased proportionally the Company’s revenue and product income derived from the sale of these products. A significant correction in the North American equity markets that decreases the Company’s assets under management, or a protracted long-term downturn in equity market performance that has a negative effect on the Company’s sales of securities products, could have an adverse effect on our business, financial condition and results of operations. Other Risks Related to Our Business If one of our significant information technology systems fails, if its security is compromised, or if the Internet becomes disabled or unavailable, our business, financial condition and results of operations may be materially adversely affected. Our business is highly dependent upon the effective operation of our information technology systems and third-party technology systems, networks and clouds to record, process, transmit and store information, including sensitive customer and proprietary information. We rely on these systems throughout our business for a variety of functions including to conduct many of our business activities and transactions with customers, sales representatives, vendors and other third parties, to prepare our financial statements and to communicate with our Board of Directors. Our information technology systems and applications run a variety of third-party and proprietary software, including POL (our secure intranet website designed to be a support system for the sales force), the Primerica App, our insurance administration system, Virtual Base Shop (our secure intranet-based paperless field office management system), TurboApps (our point-of-sale tool that streamlines our application processes), our FNA tool, our licensing decision and support system, and our compensation system. Our business also relies on the use by employees, representatives and other third parties of electronic mobile devices, such as laptops, tablets and smartphones, which are particularly vulnerable to loss and theft. Maintaining the integrity of these systems and networks is critical to the success of our business operations, including the retention of sales representatives and customers, and to the protection of our proprietary information and Primerica 2018 Annual Report 39 ITEM 1A. RISK FACTORS our customers’ confidential and personal information. We could experience a failure of one or more of these systems or could fail to complete all necessary data reconciliation or other conversion controls when implementing new software systems. In addition, despite the implementation of security and back-up measures, our information technology systems may be vulnerable to physical or electronic intrusions, viruses or other attacks, programming errors and similar disruptions. We are subject to international, federal and state regulations, and in some cases contractual obligations, that require us to establish and maintain policies and procedures designed to protect sensitive customer, employee, sales representative and third-party information. We have implemented and maintain security measures, including industry-standard commercial technology, designed to protect against breaches of security and other interference with our systems and networks resulting from attacks by third parties, including hackers, and from employee or representative error or malfeasance. We continually assess our ability to monitor, respond to, and recover from such threats. We also require third-party vendors, who in the provision of services to us are provided with or process information pertaining to our business or our customers, to meet certain information security standards. Despite the measures we have taken and may in the future take to address and mitigate cybersecurity and technology risks, we cannot assure that our systems and networks will not be subject to breaches or interference. Any such breaches or interference by third parties or by sales representatives or employees that may occur in the future including the failure of any one of these systems for any reason, could cause significant interruptions to our operations, which could have a material adverse effect on our business, financial condition and results of operations. Anyone who is able to circumvent our security measures and penetrate our information technology systems could access, view, misappropriate, alter, or delete information in the systems, including personally-identifiable client information and proprietary business information. In addition, an increasing number of jurisdictions require that regulators and clients be notified if a security breach results in the disclosure of personally-identifiable client information, which could exacerbate the harm to our business, financial condition or results of operations. We cannot be certain that advances in criminal capabilities, discovery of new vulnerabilities, attempts to exploit vulnerabilities in our systems, data thefts, physical system or network break-ins or inappropriate access, or other developments will not compromise or breach the technology or other security measures protecting the networks and systems used in connection with our business. Operating system failures, ineffective system implementation, loss of the Internet or the compromise of security with respect to internal, external or third-party operating systems or electronic devices could subject us to significant civil and criminal liability, harm our reputation, interrupt our business operations, deter people from purchasing our products, require us to incur significant technical, legal and other expenses, and adversely affect our internal control over financial reporting, business, financial condition, or results of operations. The current legislative and regulatory climate with regard to cybersecurity may adversely affect our business, financial condition, and results of operations. Various international, federal and state legislative and regulatory bodies are considering or have considered, proposed, or adopted new standards and rules regarding protection of personally-identifiable information. The NYDFS Cybersecurity Requirements for Financial Services Companies, a regulation requiring covered financial services institutions to implement a cybersecurity program designed to protect information systems, became effective in March 2017. In October 2017, the NAIC adopted the Insurance Data Security Model Law (“Model Law”), which, among other things, would require 40 Freedom Lives Here ™ ITEM 1A. RISK FACTORS insurers and insurance producers to develop and maintain a written information security program, conduct risk assessments, and assess the data security practices of third-party service providers. The Model Law, which has some similarities as well as differences from the NYDFS’s cybersecurity regulation, has been adopted by several states. In June 2018, California adopted the California Consumer Protection Act of 2018 (“CCPA”) designed to give consumers more control over their personal data. The CCPA will become effective in January 2020. All 50 U.S. states and Canada have breach notification requirements. Such laws or regulations could require us to implement new technologies or revise and maintain policies and procedures designed to protect sensitive customer, employee, representative and third-party information. Being subject to, or out of compliance with, the aforementioned laws and regulations could result in material costs, fines, penalties or litigation, which could materially adversely affect our business, financial condition and results of operations. In the event of a disaster, our business continuity plan may not be sufficient, which could have a material adverse effect on our business, financial condition and results of operations. Our infrastructure supports a combination of local and remote recovery solutions for business resumption in the event of a disaster, including a security incident. In the event of either a campus-wide destruction or the inability to access our data center or main campus in Duluth, Georgia, our business recovery plan provides for a limited number of our employees to perform their work functions via a dedicated business backup/recovery site located around 20 miles from our main campus or by remote access from an employee’s home. However, in the event of campus-wide destruction, our business recovery plan may be inadequate, and our employees and the sales representatives may be unable to carry out their work, which could have a material adverse effect on our business, financial condition and results of operations. Credit deterioration in, and the effects of interest rate fluctuations on, our invested asset portfolio and other assets that are subject to changes in credit quality and interest rates could materially adversely affect our business, financial condition and results of operations. A large percentage of our invested asset portfolio is invested in fixed-income securities. As a result, credit deterioration and interest rate fluctuations could materially affect the value of and earnings generated by our invested asset portfolio. Fixed-income securities decline in value if there is no active trading market for the securities or the market’s impression of, or the ratings agencies’ views on, the credit quality of an issuer worsens. During periods of declining market interest rates, we must invest the cash we receive as interest, return of principal on our investments and cash from operations in lower- yielding, high-grade instruments or in lower- credit instruments to maintain comparable returns. Issuers of fixed-income securities could also decide to prepay their obligations to borrow at lower market rates, which would increase our reinvestment risk. If interest rates generally increase, the fair value of our fixed rate income portfolio decreases. Additionally, if the fair value of any security in our invested asset portfolio decreases, we may realize losses if we deem the value of the security to be other-than- temporarily impaired. We also have an asset on deposit with a coinsurer backing a 10% coinsurance agreement entered into at the time of our IPO. The fair value of this asset is influenced by fluctuation in credit spreads and interest rates, and changes in fair value are recognized in income. To the extent that any fluctuations in fair value or interest rates are significant or we recognize impairments that are material, it could have a material adverse effect on our business, financial condition and results of operations. Primerica 2018 Annual Report 41 ITEM 1A. RISK FACTORS Valuation of our investments and the determination of whether a decline in the fair value of our invested assets is other- than-temporary are based on estimates that may prove to be incorrect. U.S. GAAP requires that when the fair value of any of our invested assets declines and such decline is deemed to be other-than-temporary, we recognize a loss in either our statement of income or in other comprehensive income based on certain criteria in the period that such determination is made. The determination of the fair value of certain invested assets, particularly those that do not trade on a regular basis, requires an assessment of available data and the use of assumptions and estimates. Once it is determined that the fair value of an asset is below its carrying value, we must determine whether the decline in fair value is other-than- temporary, which is based on subjective factors and involves a variety of assumptions and estimates. There are certain risks and uncertainties associated with determining whether declines in fair value are other-than-temporary. These include significant changes in general economic conditions and business markets, trends in certain industry segments, interest rate fluctuations, rating agency actions, changes in significant accounting estimates and assumptions and legislative actions. In the case of mortgage- and asset-backed securities, there is added uncertainty as to the performance of the underlying collateral assets. To the extent that we are incorrect in our determination of the fair value of our investment securities or our determination that a decline in their value is other-than-temporary, we may realize losses that never actually materialize or may fail to recognize losses within the appropriate reporting period. Changes in accounting standards can be difficult to predict and could adversely impact how we record and report our financial condition and results of operations. Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. U.S. GAAP continues to evolve and, as a result, will change the financial accounting and reporting standards that govern the preparation of our financial statements. These changes can be hard to anticipate and implement and can materially impact how we record and report our financial condition and results of operations. For example, in August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2018-12,Financial Services—Insurance (Topic 944) — Targeted Improvements to the Accounting for Long- Duration Contracts (“ASU 2018-12”). The amendments in this update will change the accounting guidance we follow for long-duration insurance contracts. The most notable amendment included in ASU 2018-12 will require us to update assumptions used in measuring future policy benefits, including mortality and persistency, at least annually instead of locking those assumptions at contract inception and reflecting differences in assumptions and actual performance as the experience occurs. ASU 2018-12 also includes changes to how we amortize DAC and determine and update the discount rate assumptions used in measuring future policy benefits reserves while increasing the level of financial statement disclosures required. The amendments in ASU 2018-12 are scheduled to be effective for the Company beginning in 2021 as of the earliest period presented in the consolidated financial statements. We anticipate that the adoption of ASU 2018-12 will have a pervasive impact on our consolidated financial statements and related disclosures and will require changes to certain of our processes, systems, and controls. This new accounting standard, in addition to other financial reportingstandardchangesbeingdiscussedby the FASB and the SEC, could adversely impact both our financial condition and results of operations as reported on a U.S. GAAP basis. 42 Freedom Lives Here ™ ITEM 1A. RISK FACTORS Additionally, the Company’s insurance company subsidiaries prepare statutory financial statements in accordance with accounting principles designated by regulators in the jurisdictions in which they are domiciled. The financial statements of our U.S. insurance subsidiaries are prepared in accordance with SAPs prescribed or permitted by state insurance departments and the NAIC. SAPs, including actuarial methodologies for estimating reserves, are subject to continuous evaluation by the NAIC and state insurance departments. Similarly, our Canadian life insurance subsidiary is required to prepare statutory financial statements in accordance with IFRS, as prescribed by the OSFI in Canada. In 2017, the International Accounting Standards Board (the “IASB”) finalized a new IFRS standard that will significantly overhaul our Canadian life insurance subsidiary’s accounting for insurance contracts (“IFRS 17”) for statutory reporting purposes. The IASB recently proposed deferring the effective date of IFRS 17 from 2021 to 2022 due to implementation complexities faced by financial statement preparers. The statutory financial statements of our insurance company subsidiaries, which are used to determine dividend capacity and risk-based capital, could be adversely affected by these and other future changes implemented by jurisdictional insurance departments. Therefore, the ability of our insurance companies to comply with regulatory minimum capital requirements and ultimately pay dividends to the Parent Company could be adversely impacted. The effects of economic down cycles could materially adversely affect our business, financial condition and results of operations. Our business, financial condition and results of operations may be materially adversely affected by economic downturns in the United States and Canada, as well as issues in the global economy that may have repercussions on our local markets. Economic downturns, which are often characterized by higher unemployment, lower family income, lower valuation of retirement savings accounts, lower corporate earnings, lower business investment and lower consumer spending, have adversely affected the demand for the term life insurance, investment and savings and other financial products that we sell. Future economic down cycles could adversely affect new sales and cause clients to liquidate mutual funds and other investments sold by sales representatives. This could cause a decrease in the asset value of client accounts, reduce our trailing commission revenues and result in a decline in the fair value of our invested asset portfolio. In addition, we may experience an elevated incidence of lapses or surrenders of insurance policies, and some of our policyholders may choose to defer paying insurance premiums or stop paying insurance premiums altogether. Further, volatility in equity markets or downturns could discourage purchases of the investment products that we distribute and could have a materially adverse effect on our business, including our ability to recruit and retain sales representatives. We are subject to various federal, state and provincial laws and regulations in the United States and Canada, changes in which or violations of which may require us to alter our business practices and could materially adversely affect our business, financial condition and results of operations. In the United States, we are subject to many regulations, including the Gramm-Leach-Bliley Act and its implementing regulations, including Regulation S-P, the Fair Credit Reporting Act, the Right to Financial Privacy Act, the Foreign Corrupt Practices Act, the Sarbanes-Oxley Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Telephone Consumer Protection Act, the FTC Act, the Health Insurance Portability and Accountability Act (HIPAA), the Electronic Funds Transfer Act, and the Interlink Network Inc. Operating Regulations. We are also subject to anti-money laundering laws and regulations, including the Bank Secrecy Act, as amended by the Patriot Act, which requires us to Primerica 2018 Annual Report 43 ITEM 1A. RISK FACTORS develop and implement customer identification and risk-based anti-money laundering programs, report suspicious activity and maintain certain records. Further, we are required to follow certain economic and trade sanctions programs that are administered by the Office of Foreign Asset Control that prohibit or restrict transactions with suspected countries, their governments, and in certain circumstances, their nationals. In Canada, we are subject to provincial and territorial regulations, including consumer protection legislation that pertains to unfair and misleading business practices, provincial and territorial credit reporting legislation that provides requirements in respect of obtaining credit bureau reports and providing notices of decline, the Personal Information Protection and Electronic Documents Act, the Competition Act, the Corruption of Foreign Public Officials Act, the Telecommunications Act and certain Canadian Radio-television and Telecommunications Commission Telecom Decisions in respect of unsolicited telecommunications. We are also subject to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and its accompanying regulations, which require us to develop and implement anti-money laundering policies and procedures relating to customer indemnification, reporting and recordkeeping, develop and maintain ongoing training programs for employees, perform a risk assessment on our business and clients and institute and document a third-party independent review of our anti- money laundering program at least once every two years. We are also required to follow certain economic and trade sanctions and legislation that prohibit us from, among other things, engaging in transactions with, and providing services to, persons on lists created under various federal statutes and regulations and blocked persons and foreign countries and territories subject to Canadian sanctions administered by Foreign Affairs and International Trade Canada and the Department of Public Safety Canada. Changes in, or violations of, any of these laws or regulations may require additional compliance procedures, or result in enforcement proceedings, sanctions or penalties, which could have a material adverse effect on our business, financial condition and results of operations. Litigation and regulatory investigations and actions may result in financial losses and harm our reputation. We face a risk of litigation and regulatory investigations and actions in the ordinary course of operating our businesses. From time to time, we are subject to private litigation as a result of alleged sales representative misconduct or alleged failure of the Company to follow applicable insurance, securities or other laws or regulations. For example, we may become subject to lawsuits alleging, among other things, issues relating to sales or underwriting practices, product design and disclosure, delay of benefits, and product pricing. In addition, we are subject to litigation arising out of our general business activities. For example, we have a large sales force and we could face claims by current or former sales representatives arising out of their relationship with us as independent contractors or regarding compensation-related issues. If we become subject to any such litigation, the associated legal expense and any judgment or settlement of the claims could have a material adverse effect on our business, financial condition and results of operations. We are undergoing multi-state treasurer unclaimed property audits by 30 jurisdictions currently focused on the life insurance claims paying practices of our subsidiaries, Primerica Life and NBLIC. Other jurisdictions may pursue similar audits and litigation. The potential outcome of such actions is difficult to predict but could subject us to adverse consequences, including, but not limited to, settlement payments, additional payments to beneficiaries, and additional escheatment of funds deemed abandoned under state laws. We cannot reasonably estimate the likelihood or the impact of additional costs or liabilities that could result 44 Freedom Lives Here ™ ITEM 1A. RISK FACTORS from resolution of these matters, or the effect these matters may have on the conduct of our business, financial condition and results of operations. We are also routinely subject to regulatory inquiries, such as information requests, subpoenas and books and record examinations, from state, provincial and federal regulators and other authorities and from time to time, regulatory investigations as a result of alleged sales representative misconduct or alleged failure of the Company to follow applicable laws or regulations. A substantial legal liability or a significant regulatory action against us could have a material adverse effect on our business, financial condition and results of operations. Moreover, even if we ultimately prevail in any litigation, regulatory action or investigation, we could suffer significant reputational harm and we could incur significant legal expenses, either of which could have a material adverse effect on our business, financial condition and results of operations. In addition, increased regulatory scrutiny and any resulting investigations or proceedings could result in new legal precedents and industry-wide regulations or practices that could materially adversely affect our business, financial condition and results of operations. The current legislative and regulatory climate with regard to financial services may adversely affect our business, financial condition, and results of operations. The volume of legislative and regulatory activity relating to financial services has increased substantially in recent years, and the level of enforcement actions and investigations by federal, state and provincial regulators may increase correspondingly. Legislative, regulatory and enforcement activity at the federal level may contribute to heightened activity at the state and provincial level. If we or the sales representatives become subject to new requirements or regulations, it could result in increased litigation, regulatory risks, changes to our business model, a decrease in the number of securities-licensed representatives or a reduction in the products we offer to our clients or the profits we earn, which could have a material adverse effect on our business, financial condition and results of operations. Regulators could adopt laws or interpret existing laws in a way that would require retroactive changes to our business, accounting practices, or redundant reserve financing structures. Any such retroactive changes could have a material adverse effect on our business, financial condition and results of operations. The inability of our subsidiaries to pay dividends or make distributions or other payments to us in sufficient amounts would impede our ability to meet our obligations and return capital to our stockholders. Operations of the Company are conducted by its subsidiaries. As such, Primerica, Inc. is a holding company that has no significant operations. Our primary asset is the capital stock of our subsidiaries and our primary liability is our Senior Notes. We rely primarily on dividends and other payments from our subsidiaries to meet our operating costs, other corporate expenses, Senior Note obligations, as well as to return capital to our stockholders. The ability of our subsidiaries to pay dividends to us depends on their earnings, covenants contained in existing and future financing or other agreements and on regulatory restrictions. The ability of our insurance subsidiaries to pay dividends will further depend on their statutory income and surplus. If the cash we receive from our subsidiaries pursuant to dividend payments and tax sharing arrangements is insufficient for us to fund our obligations or if a subsidiary is unable to pay dividends to us, we may be required to raise cash through the incurrence of debt, the issuance of equity or the sale of assets. However, given the historic volatility in the capital markets, there is no assurance that we would be able to raise cash by these means. The jurisdictions in which our insurance subsidiaries are domiciled impose certain Primerica 2018 Annual Report 45 ITEM 1A. RISK FACTORS restrictions on their ability to pay dividends to us. In the United States, these restrictions are based, in part, on the prior year’s statutory income and surplus. In general, dividends up to specified levels are considered ordinary and may be paid without prior approval. Dividends in larger amounts are subject to approval by the insurance commissioner of the state of domicile. In Canada, dividends can be paid, subject to the paying insurance company continuing to meet the regulatory requirements for capital adequacy and liquidity and upon 15 days’ minimum notice to OSFI. No assurance is given that more stringent restrictions will not be adopted from time to time by jurisdictions in which our insurance subsidiaries are domiciled, and such restrictions could have the effect, under certain circumstances, of significantly reducing dividends or other amounts payable to us by our subsidiaries without prior approval by regulatory authorities. In addition, in the future, we may become subject to debt covenants or other agreements that limit our ability to return capital to our stockholders. The ability of our insurance subsidiaries to pay dividends to us is also limited by our need to maintain the financial strength ratings assigned to us by the ratings agencies. If any of our subsidiaries were to become insolvent, liquidate or otherwise reorganize, we, as sole stockholder, will have no right to proceed against the assets of that subsidiary. Furthermore, with respect to our insurance subsidiaries, we, as sole stockholder, will have no right to cause the liquidation, bankruptcy or winding-up of the subsidiary under the applicable liquidation, bankruptcy or winding-up laws, although, in Canada, we could apply for permission to cause liquidation. The applicable insurance laws of the jurisdictions in which each of our insurance subsidiaries is domiciled would govern any proceedings relating to that subsidiary. The insurance authority of that jurisdiction would act as a liquidator or rehabilitator for the subsidiary. Both creditors of the subsidiary and policyholders (if an insurance subsidiary) would be entitled to payment in full from the subsidiary’s assets before we, as the sole stockholder, would be entitled to receive any distribution from the subsidiary. If the ability of our insurance or non-insurance subsidiaries to pay dividends or make other distributions or payments to us is materially restricted by regulatory requirements, bankruptcy or insolvency, or our need to maintain our financial strength ratings, or is limited due to operating results or other factors, it could materially adversely affect our ability to fund our obligations and return capital to our stockholders. A significant change in the competitive environment in which we operate could negatively affect our ability to maintain or increase our market share and profitability. We face competition in all of our business lines. Our competitors include financial services companies, banks, investment management firms, broker-dealers, insurance companies, insurance brokers, direct sales companies, and technology companies. In many of our product offerings, we face competition from competitors that may have greater market share or breadth of distribution, offer a broader range of products, services or features, assume a greater level of risk, have lower profitability expectations, have lower fee and expense ratios, have higher financial strength ratings or offer more robust digital tools and self-service capabilities than we do. More recently, significant capital has been invested in direct-to-consumer offerings, including wealth management, retirement and life insurance products. In addition, regulatory changes and competitive factors are leading to innovations in product offerings. To the extent these entrants create a significant change in the competitive environment, our ability to maintain or increase our market share and profitability could be materially adversely affected. 46 Freedom Lives Here ™ ITEM 1A. RISK FACTORS The loss of key employees and sales force leaders could negatively affect our financial results and impair our ability to implement our business strategy. Our success substantially depends on our ability to attract and retain key members of our senior management team. The efforts, personality and leadership of our senior management team have been, and will continue to be, critical to our success. The loss of service of our senior management team due to disability, death, retirement or some other cause could reduce our ability to successfully motivate the sales representatives, or implement our business plan which could have a material adverse effect on our business, financial condition and results of operations. Although our senior executive officers have entered into employment agreements with us, there is no assurance that they will complete the term of their employment agreements or that they or the Company will renew them upon expiration. In addition, the loss of key RVPs for any reason could negatively affect our financial results, impair our ability to attract new sales representatives and hinder future growth. We may be materially adversely affected by currency fluctuations in the United States dollar versus the Canadian dollar. The Canadian dollar is the functional currency for our Canadian subsidiaries and our financial results, reported in U.S. dollars, are affected by changes in the currency exchange rate. The assets, liabilities, revenues, and expenses of our Canadian subsidiaries are generally all denominated in Canadian dollars. However, the Canadian dollar financial statements of our Canadian subsidiaries are translated into U.S. dollars in our consolidated financial statements. Therefore, significant exchange rate fluctuations between the U.S. dollar and the Canadian dollar could have a material adverse effect on our financial condition and results of operations. A weaker Canadian dollar relative to the U.S. dollar would result in lower levels of reported revenues, expenses, net income, assets, liabilities and accumulated other comprehensive income as translated in our U.S. dollar reporting currency financial statements. In addition, our net investment in our Canadian subsidiaries is significantly affected by fluctuations in the exchange rate between the U.S. dollar and the Canadian dollar. The market price of our common stock may fluctuate. The stock market in general, and the market for companies in the financial services industry in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Also, broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance. Our stock could be subject to wide fluctuations in price in response to various factors, many of which are beyond our control, that include the following: • fluctuations in stock market prices and trading volumes of similar companies, and general market conditions and overall fluctuations in U.S. equity markets; • low trading volume and short interest positions in our common stock; • our ability to meet or exceed our own forecasts or expectations of analysts or investors; • changes in our securities analysts’ estimates of our future financial performance; • variations in our quarterly operating results; • changes, or the expectation of changes in federal and state law, policy and regulation, or changes in the ways that laws and regulations are interpreted and applied; • the initiation, pendency or outcome of litigation, regulatory reviews and investigations, and any adverse publicity related thereto; Primerica 2018 Annual Report 47 ITEM 1A. RISK FACTORS • actions by the New York Stock Exchange (“NYSE”), or uncertainty related to possible actions by the NYSE, related to the continued listing of our common stock; • negative media reports with respect to us and/or our industry; • the loss of key personnel; • general economic or geopolitical conditions; and • other risks and uncertainties described in these risk factors. ITEM 1B. UNRESOLVED STAFF COMMENTS. Not applicable. ITEM 2. PROPERTIES. We lease all of our office, warehouse, printing, and distribution properties. Our executive and home office operations for substantially all of our domestic U.S. operations (except New York) are located in Duluth, Georgia. We lease office space for our executive and home office operations at two properties located in Duluth, Georgia under leases expiring in June 2028 and September 2029. We also lease continuation of business, print/ distribution, and warehouse space in or around Duluth, Georgia under leases expiring in February 2020, June 2028, and June 2023, respectively. NBLIC subleases general office space in Long Island City, New York under a sublease expiring in March 2020. In Canada, we lease general office space in Mississauga, Ontario under a lease expiring in October 2030 and warehouse and printing operation space in Mississauga, Ontario under a separate lease also expiring in October 2030. Each of these leased properties is used by all of our operating segments, with the exception of our NBLIC office space, which is not used by our Investment and Savings Products segment. We believe that our existing facilities in the U.S. and Canada are adequate for our current requirements and for our operations for the foreseeable future. For additional details on our operating leases, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Contractual Obligations” and Note 16 (Commitments and Contingent Liabilities) to our consolidated financial statements included elsewhere in this report. ITEM 3. LEGAL PROCEEDINGS. We are involved from time to time in legal disputes, regulatory inquiries and arbitration proceedings in the normal course of business. Additional information regarding certain legal proceedings to which we are a party is described under “Contingent Liabilities” in Note 16 (Commitments and Contingent Liabilities) to our consolidated financial statements included elsewhere in this report, and such information is incorporated herein by reference. As of the date of this report, we do not believe any pending legal proceeding to which Primerica or any of its subsidiaries is a party is required to be disclosed pursuant to this item. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 48 Freedom Lives Here ™ ITEM X. EXECUTIVE OFFICERS AND CERTAIN SIGNIFICANT EMPLOYEES OF THE REGISTRANT ITEM X. EXECUTIVE OFFICERS AND CERTAIN SIGNIFICANT EMPLOYEES OF THE REGISTRANT Our executive officers are elected by our Board of Directors. The name, age at February 26, 2019, and position of each of our executive officers and certain significant employees are presented below. These officers comprise our senior management team. Name Age Position Glenn J. Williams 59 Chief Executive Officer Peter W. Schneider 62 President Alison S. Rand 51 Executive Vice President and Chief Financial Officer Gregory C. Pitts 56 Executive Vice President and Chief Operating Officer William A. Kelly 63 Chief Executive Officer, PFS Investments John A. Adams 60 Chief Executive Officer, Primerica Life Insurance Company of Canada Michael C. Adams 62 Executive Vice President and Chief Business Technology Officer Jeffrey S. Fendler 62 Executive Vice President and Chief Compliance and Risk Officer Alexis P. Ginn 71 Executive Vice President and General Counsel Kathryn E. Kieser 49 Executive Vice President and Chief Reputation Officer Michael W. Miller 41 Executive Vice President and Head of Corporate Development and Strategic Planning Robert H. Peterman, Jr. 53 Executive Vice President and Chief Marketing Officer Julie A. Seman 49 Executive Vice President, Primerica Life, Client Solutions, Strategic Markets and Training and Development Set forth below is biographical information concerning our executive officers. Glenn J. Williams has served as Chief Executive Officer since April 2015. He served as President from 2005 to April 2015, as Executive Vice President of Field and Product Marketing for international operations from 2000 to 2005, as President and Chief Executive Officer of Primerica Canada from 1996 to 2000, and in roles of increasing responsibility as part of Primerica’s international expansion team in Canada from 1985 to 2000. He began his career with Primerica in 1981. Mr. Williams earned his B.S. in education from Baptist University of America in 1981. He currently serves on the board of trustees for the Georgia Baptist Foundation. Peter W. Schneider has served as President since April 2015. He served as Executive Vice President, General Counsel, and Chief Administrative Officer from 2000 to April 2015 and as Corporate Secretary from 2000 through January 2014. He worked at the law firm of Rogers & Hardin LLP as a partner from 1988 to 2000. Mr. Schneider earned both his B.S. in political science and industrial relations in 1978 and his J.D. in 1981 from the University of North Carolina at Chapel Hill. He serves on the boards of directors of the Securities Industry and Financial Markets Association (SIFMA), and the Camp John W. Hanes (YMCA). Alison S. Rand has served as Executive Vice President and Chief Financial Officer since 2000 and in various capacities at the Company since 1995. Prior to 1995, Ms. Rand worked in the audit department of KPMG LLP. Ms. Rand earned her B.S. in accounting from the University of Florida in 1990 and is a certified public accountant. She is a board member of Cool Girls, Inc., Junior Achievement of Georgia and the University of Florida National Foundation. She Primerica 2018 Annual Report 49 ITEM X. EXECUTIVE OFFICERS AND CERTAIN SIGNIFICANT EMPLOYEES OF THE REGISTRANT also serves on the Terry College of Business Executive Education CFO Roundtable Advisory Board. Gregory C. Pitts has served as Executive Vice President and Chief Operating Officer since December 2009, as Executive Vice President since 1995 with responsibilities within the Term Life Insurance and Investment and Savings Products segments and information technology division and in various capacities at the Company since 1985. Mr. Pitts earned his B.S.B.A. in general business from the University of Arkansas in 1985. He serves on the Boy Scouts of America Atlanta Area Council. William A. Kelly has served as Chief Executive Officer of PFS Investments since May 2018, as President and Chief Executive Officer from 2005 to May 2018 and in various capacities at the Company since 1985. Mr. Kelly graduated from the University of Georgia in 1979 with a B.B.A. in accounting. Set forth below is biographical information concerning certain significant employees. John A. Adams has served as the Chief Executive Officer of Primerica Life Insurance Company of Canada (“Primerica Life Canada”) since 2003. He previously served Primerica Life Canada as Chief Financial Officer and before that as Vice President of Finance. Before joining Primerica, Mr. Adams served as the Director of Finance of a major Canadian university and Treasurer of an insurance group of companies. He began his career in 1980 with KPMG LLP. He graduated from Trinity College at the University of Toronto in 1980 with a Bachelor of Commerce, and is a Chartered Accountant and Chartered Professional Accountant. Mr. Adams has provided industry leadership as a board member of the Investment Funds Institute of Canada (the mutual fund industry association) since 2005 and recently served a two-year term as its Board Chairman. He is also a board member of the Federation of Mutual Fund Dealers. Michael C. Adams has served as Chief Business Technology Officer since April 2010, as Executive Vice President responsible for business technology since 1998 and in various capacities at the Company since 1980. Mr. Adams earned his B.A. in business and economics from Hendrix College in 1978. Jeffrey S. Fendler has served as Executive Vice President and Chief Compliance and Risk Officer of the Company since February 2014. He served as President of Primerica Life from 2005 through January 2014 and in various capacities at the Company since 1980. Mr. Fendler received a B.A. in economics from Tulane University. Alexis P. Ginn has served as our Executive Vice President and General Counsel since May 2015 and as Executive Vice President and Deputy General Counsel from July 1998 to May 2015. She has served in various legal capacities with Primerica since 1991. Ms. Ginn began her career as a trial attorney in the Civil Division of the Department of Justice. She received her B.S. with honors from Tufts University and her J.D. from George Washington University Law School where she was on the law review and a member of the Order of the Coif. Kathryn E. Kieser has served as Executive Vice President and Chief Reputation Officer of Primerica, Inc. and Chair of the Primerica Foundation since January 2019. Previously, she served as Executive Vice President of Investor Relations from April 2010 to December 2018. Ms. Kieser joined Primerica in October 1995 and has held many positions over her career including Vice President of Sales and Product Marketing, Senior Vice President of Auto and Homeowners Insurance, and Chief Marketing Officer for Primerica Life Insurance Company. Ms. Kieser earned her B.S. degree in Business Administration from Auburn University and a Master of Science degree from Georgia State University. She serves on the boards of directors for the Gwinnett Chamber of Commerce and the Community Foundation for Northeast Georgia. Michael W. Miller has served as Executive Vice President and Head of Primerica’s Corporate Development and Strategic Planning function since September 2015. He leads the Company’s strategic undertakings, including strategic partnerships, organic growth initiatives, M&A and long-term business planning. He was previously a senior investment banker at Lazard 50 Freedom Lives Here ™ ITEM X. EXECUTIVE OFFICERS AND CERTAIN SIGNIFICANT EMPLOYEES OF THE REGISTRANT from 2006 to September 2015, where he specialized in providing strategic advice to a broad array of financial institutions, primarily insurance companies, and their regulators. While at Lazard, Mr. Miller advised on over $85 billion of successful transactions/restructuring assignments. Mr. Miller also worked in the insurance industry in various sales and underwriting capacities. He holds a B.S. from Brigham Young University in Business Administration and Finance and earned the Charted Property & Casualty Underwriter designation. Robert H. Peterman, Jr.has served as Executive Vice President and Chief Marketing Officer since June 2018. He previously served as President of Primerica Distribution from December 2013 to June 2018, where he was responsible for recruiting, licensing, licensing education, field compensation, field equity, and decision support. In 2005, he became Executive Vice President and was given responsibility for the Company’s Grow the Sales Force initiative. He also served as Chief Executive Officer of Primerica’s New York life insurance company from January 2017 to June 2018. Mr. Peterman joined the Company in October 1984 and has served in many varying roles throughout the business. Julie A. Seman has served since May 2018 as Chief Marketing Officer and Executive Vice President of Primerica Life, Client Solutions, Strategic Markets and Training and Development. From August 2014 she has been responsible for sales force growth and increased product distribution through the training and development of financial services representatives in the United States, Canada, Puerto Rico and Guam. In addition, Ms. Seman augments Primerica’s strategic markets which include African American, Hispanic, Partnership and Women with a focus on personal financial education and entrepreneurship. Prior thereto, she was Senior Vice President of Client Solutions from April 2010 to August 2014 where she supervised all front end products, including Auto & Home Marketing and Legal Protection and oversaw field communication tools. Ms. Seman joined the Company in September 1998 and has served in many roles with increasing responsibility. Ms. Seman received her Bachelors of Business Management from Southern Illinois University. Primerica 2018 Annual Report 51 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information The common stock of Primerica, Inc. (“Primerica”, “we”, “us” or the “Parent Company”) is listed for trading on the New York Stock Exchange (“NYSE”) under the symbol “PRI.” Holders As of January 31, 2019, we had 115 holders of record of our common stock. Dividends In the first quarter of 2019, we declared a quarterly dividend to stockholders of $0.34 per share. We currently expect to continue to pay quarterly cash dividends to holders of our common stock. Our payment of cash dividends is at the discretion of our Board of Directors in accordance with applicable law after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for growth. Under Delaware law, we can only pay dividends either out of surplus or out of the current or the immediately preceding year’s earnings. Therefore, no assurance is given that we will continue to pay any dividends to our common stockholders, or as to the amount of any such dividends. Issuer Purchases of Equity Securities Depending on market conditions, shares of our common stock may be repurchased from time to time at prevailing market prices through open market or privately negotiated transactions. The Parent Company has no obligation to repurchase any shares. Subject to applicable corporate and securities laws, repurchases may be made at such times and in such amounts as management deems appropriate. Repurchases under a publicly announced program can be discontinued at any time if management believes additional repurchases are not warranted. During the quarter ended December 31, 2018, we repurchased shares of our common stock as follows: Period Total number of shares purchased (1) Average price paid per share (1) Total number of shares purchased as part of publicly announced plans or programs (2) Approximate dollar value of shares that may yet be purchased under the plans or programs (3) October 1-31, 2018 125,319 $115.29 125,319 $93,298,770 November 1-30, 2018 131,859 115.27 131,859 78,100,000 December 1-31, 2018 125,275 108.89 120,630 65,000,507 Total 382,453 $113.19 377,808 $65,000,507 (1) Consists of (a) repurchases and withholdings of 4,645 shares at an average price of $116.65 arising from share-based compensation tax withholdings, and (b) open market repurchases of shares under the share repurchase program approved by our Board of Directors. (2) On February 6, 2018, our Board of Directors authorized a share repurchase program for up to $275.0 million of our outstanding common stock for purchases through June 30, 2019. We repurchased $210.1 million of shares under this program through December 31, 2018 and the program was terminated on February 7, 2019. (3) On February 7, 2019, our Board of Directors authorized a new share repurchase program for up to $275.0 million of our outstanding common stock (including $65.0 million remaining from the prior repurchase program) for purchases through June 30, 2020. 52 Freedom Lives Here ™ ITEM 5. COMMON STOCK AND STOCKHOLDER MATTERS For more information on our share repurchases, see Note 12 (Stockholders’ Equity) to our consolidated financial statements included elsewhere in this report. Stock Performance Table (1) The following graph compares the performance of our common stock to the Standard & Poor’s (“S&P”) MidCap 400 Index and the S&P 500 Insurance Index by assuming $100 was invested in each investment option as of December 31, 2013 and the reinvestment of all dividends. The S&P MidCap 400 Index measures the performance of the United States middle market capitalization (“mid-cap”) equities sector. The S&P 500 Insurance Index is a capitalization-weighted index of domestic equities of insurance companies traded on the NYSE and NASDAQ. Our common stock is included in the S&P MidCap 400 index. Primerica, Inc.S&P MidCap 400S&P 500 Insurance $50 $100 $150 $200 $250 $300 12/31/201312/31/201412/31/201512/31/201812/31/201712/31/2016Index ValueTotal Return Performance Period Ended Index 12/31/2013 12/31/2014 12/31/2015 12/31/2016 12/31/2017 12/31/2018 Primerica, Inc. $100.00 $127.75 $112.68 $167.13 $247.74 $240.60 S&P 500 Insurance 100.00 108.29 110.81 130.29 151.38 134.41 S&P MidCap 400 100.00 109.77 107.38 129.65 150.70 134.00 (1) The stock performance table is not deemed “soliciting material” or subject to Section 18 of the Securities Exchange Act of 1934. Primerica 2018 Annual Report 53 ITEM 6. SELECTED FINANCIAL DATA ITEM 6. SELECTED FINANCIAL DATA. The selected financial data should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and accompanying notes included elsewhere in this report. Year ended December 31, 2018 2017 2016 2015 2014 (In thousands, except per-share amounts) Statements of income data Revenues: Direct premiums $ 2,667,104 $ 2,562,109 $ 2,444,268 $ 2,345,444 $ 2,301,332 Ceded premiums (1,581,164) (1,600,771) (1,600,559) (1,595,220) (1,616,817) Net premiums 1,085,940 961,338 843,709 750,224 684,515 Commissions and fees 677,607 591,317 541,686 537,146 527,166 Net investment income 81,430 79,017 79,025 76,509 86,473 Realized investment gains (losses), including other- than-temporary impairment losses (2,121) 1,339 4,088 (1,738) (261) Other, net 56,987 56,091 50,576 42,058 39,203 Total revenues 1,899,843 1,689,102 1,519,084 1,404,199 1,337,096 Benefits and expenses: Benefits and claims 457,583 416,019 367,655 339,315 311,417 Amortization of deferred policy acquisition costs 239,730 209,399 180,582 157,727 144,378 Sales commissions 335,384 297,988 272,815 274,893 268,775 Insurance expenses 168,156 147,280 132,348 123,030 113,871 Insurance commissions 24,490 21,108 17,783 16,340 15,353 Interest expense 28,809 28,488 28,691 33,507 34,570 Other operating expenses 229,607 189,300 181,615 168,406 173,010 Total benefits and expenses 1,483,759 1,309,582 1,181,489 1,113,218 1,061,374 Income from continuing operations before income taxes 416,084 379,520 337,595 290,981 275,722 Income taxes 91,990 29,265 118,181 101,110 95,888 Income from continuing operations 324,094 350,255 219,414 189,871 179,834 Income from discontinued operations, net of income taxes — — — — 1,578 Net income $ 324,094 $ 350,255 $ 219,414 $ 189,871 $ 181,412 Basic earnings per share: Continuing operations $ 7.35 $ 7.63 $ 4.59 $ 3.70 $ 3.26 Discontinued operations — — — — 0.03 Basic earnings per share $ 7.35 $ 7.63 $ 4.59 $ 3.70 $ 3.29 Diluted earnings per share: Continuing operations $ 7.33 $ 7.61 $ 4.59 $ 3.70 $ 3.26 Discontinued operations — — — — 0.03 Diluted earnings per share $ 7.33 $ 7.61 $ 4.59 $ 3.70 $ 3.29 Dividends declared per share $ 1.00 $ 0.78 $ 0.70 $ 0.64 $ 0.48 54 Freedom Lives Here ™ ITEM 6. SELECTED FINANCIAL DATA December 31, 2018 2017 2016 2015 2014 (In thousands) Balance sheet data Investments (excluding the held-to-maturity security) $ 2,160,596 $ 2,007,993 $ 1,875,631 $ 1,813,283 $ 1,848,316 Cash and cash equivalents 262,138 279,962 211,976 152,294 191,997 Reinsurance recoverables 4,141,569 4,205,173 4,193,562 4,110,628 4,115,533 Deferred policy acquisition costs, net 2,133,920 1,951,892 1,713,065 1,500,259 1,351,180 Total assets 12,595,048 12,460,703 11,438,943 10,610,783 10,735,929 Future policy benefits 6,168,157 5,954,524 5,673,890 5,431,711 5,264,608 Notes payable 373,661 373,288 372,919 372,552 372,187 Total liabilities 11,133,535 11,041,602 10,217,569 9,465,011 9,490,803 Stockholders’ equity 1,461,513 1,419,101 1,221,374 1,145,772 1,245,126 Primerica 2018 Annual Report 55 ITEM 7. MD&A ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to inform the reader about matters affecting the financial condition and results of operations of Primerica, Inc. (the “Parent Company”) and its subsidiaries (collectively, “we,” “us” or the “Company”) for the three-year period ended December 31, 2018. As a result, the following discussion should be read in conjunction with the consolidated financial statements and accompanying notes that are included herein. This discussion contains forward-looking statements that constitute our plans, estimates and beliefs. These forward- looking statements involve numerous risks and uncertainties, including, but not limited to, those discussed in “Risk Factors”. Actual results may differ materially from those contained in any forward-looking statements. This MD&A is divided into the following sections: • Business Trends and Conditions • Factors Affecting Our Results • Critical Accounting Estimates • Results of Operations • Financial Condition • Liquidity and Capital Resources Business Trends and Conditions The relative strength and stability of financial markets and economies in the United States and Canada affect our growth and profitability. Our business is, and we expect will continue to be, influenced by a number of industry-wide and product-specific trends and conditions. Economic conditions, including unemployment levels and consumer confidence, influence investment and spending decisions by middle- income consumers, who are generally our primary clients. These conditions and factors also impact prospective recruits’ perceptions of the business opportunity that becoming a sales representative offers, which can drive or dampen recruiting. Consumer spending and borrowing levels affect how consumers evaluate their savings and debt management plans. In addition, interest rates and equity market returns impact consumer demand for the savings and investment products we distribute. Our customers’ perception of the strength of the capital markets may influence their decisions to invest in the investment and savings products we distribute. The financial and distribution results of our operations in Canada, as reported in U.S. dollars, are affected by changes in the currency exchange rate. As a result, changes in the Canadian dollar exchange rate may significantly affect the result of our business for all amounts translated and reported in U.S. dollars. The effects of these trends and conditions are discussed below and in the Results of Operations section. Size of the Independent Sales Force. Our ability to increase the size of the independent sales force (“sales representatives” or “sales force”) is largely based on the success of the sales force’s recruiting efforts as well as training and motivating recruits to get licensed to sell life insurance. We believe that recruitment and licensing levels are important to sales force trends, and growth in recruiting and licensing is usually indicative of future growth in the overall size of the sales force. Recruiting changes do not always result in commensurate changes in the size of the licensed sales force because new recruits may obtain the requisite licenses at rates above or below historical levels. New recruits declined in 2018 to 290,886 from 303,867 in 2017, which benefitted from approximately 19,000 additional recruits whose Independent Business Application (“IBA”) fees were waived from areas affected by severe hurricanes in 2017. Recruiting activity in 2018 and 2017 was relatively consistent when excluding the impact of recruits with waived IBA fees. 56 Freedom Lives Here ™ ITEM 7. MD&A In 2017, new recruits increased to 303,867 from 262,732 in 2016 primarily due to sustained growth in the size of the sales force, resulting in more agents available to actively recruit as well as the inclusion of recruits whose IBA fees were waived. The life-licensed sales force increased to 130,736 sales representatives at December 31, 2018 from 126,121 at December 31, 2017 reflecting continued growth in the number of new life- licensed sales representatives that followed strong recruiting trends through 2017, which allowed new life-license sales representatives of 48,041 to outpace non-renewals of 43,426. In 2017, the size of the life-licensed sales force increased to 126,121 from 116,827 at December 31, 2016 primarily due to the benefit of robust recruiting activity in prior periods. The number of life-licensed sales representatives as of December 31, 2017 was not significantly affected by the additional recruits from the hurricane-affected areas who received the IBA fee waivers. Term Life Insurance Product Sales and Face Amount In Force. The average number of life-licensed sales representatives and the number of term life insurance policies issued, as well as the average monthly rate of new policies issued per life- licensed sales representative (historically between 0.18 and 0.22), were as follows: Year ended December 31, 2018 2017 2016 Average number of life-licensed sales representatives 128,977 121,291 111,843 Number of new policies issued 301,589 312,799 298,244 Average monthly rate of new policies issued per life-licensed sales representative 0.19 0.21 0.22 New life insurance policies issued in 2018 were lower compared to 2017, which benefited from strong productivity at the high end of our historical experience range. Productivity, measured by the average monthly rate of new policies issued per life-licensed sales representative, in 2018 was below 2017 and 2016 levels, but continues to be within the historical range. New life insurance policies increased in 2017 from 2016 largely due to sustained growth in the size of the life-licensed sales force in prior periods. Productivity in 2017 was consistent with 2016 productivity and at the higher end of our historical range. The changes in the face amount of our in-force book of term life insurance policies were as follows: Year ended December 31, 2018 %of beginning balance 2017 %of beginning balance 2016 %of beginning balance (Dollars in millions) Face amount in force, beginning of period $763,831 $728,385 $693,194 Net change in face amount: Issued face amount 95,209 12% 95,635 13% 89,869 13% Terminations (70,291) (9)% (65,958) (9)% (57,238) (8)% Foreign currency (7,708) (1)% 5,769 1% 2,560 * Net change in face amount 17,210 2% 35,446 5% 35,191 5% Face amount in force, end of period $781,041 $763,831 $728,385 * Less than 1%. Primerica 2018 Annual Report 57 ITEM 7. MD&A The face amount of term life insurance policies in force increased from 2017 to 2018 and from 2016 to 2017 as the level of face amount issued continued to exceed the face amount of policy terminations. As a percentage of the beginning face amount in force, issued face amount as well as terminated face amount during 2018 remained consistent with 2017 and 2016. The effect of a stronger U.S. dollar in relation to the Canadian dollar unfavorably impacted the translated face amount in force and partially offset the overall increase in issued face amount in 2018. During 2017, the strengthening of the Canadian dollar relative to the U.S. dollar contributed to the increase in face amount. Our average issued face amount in 2018 was relatively consistent with 2017 at approximately $246,200 and $244,800, respectively. In 2017, our average issued face amount increased modestly from approximately $241,500 in 2016. Investment and Savings Product Sales, Asset Values and Accounts/Positions.Investment and savings products sales and average client asset values were as follows: Year ended December 31, 2018 vs. 2017 change 2017 vs. 2016 change 2018 2017 2016 $ % $ % (Dollars in millions) Product sales: Retail mutual funds $ 3,964 $ 3,802 $ 3,279 $ 162 4%$ 523 16% Annuities and other 2,096 1,670 1,813 426 26% (143) (8)% Total sales-based revenue generating product sales 6,060 5,472 5,092 588 11% 380 7% Managed investments 753 428 212 325 76% 216 102% Segregated funds 227 292 290 (65) (22)% 2 1% Total product sales $ 7,040 $ 6,192 $ 5,594 $ 848 14%$ 598 11% Average client asset values: Retail mutual funds $38,108 $35,174 $30,566 $2,934 8%$4,608 15% Annuities and other 18,315 17,002 14,880 1,313 8% 2,122 14% Managed investments 3,009 2,195 1,720 814 37% 475 28% Segregated funds 2,410 2,420 2,262 (10) * 158 7% Total average client asset values $61,842 $56,791 $49,428 $5,051 9%$7,363 15% * Less than 1%. 58 Freedom Lives Here ™ ITEM 7. MD&A The rollforward of asset values in client accounts was as follows: Year ended December 31, 2018 %of beginning balance 2017 %of beginning balance 2016 %of beginning balance (Dollars in millions) Asset values, beginning of period $61,167 $52,340 $47,354 Net change in asset values: Inflows 7,040 12% 6,192 12% 5,594 12% Redemptions (5,944) (10)% (5,147) (10)% (4,620) (10)% Net flows 1,096 2% 1,045 2% 974 2% Change in fair value, net (3,712) (6)% 7,158 14% 3,758 8% Foreign currency, net (847) (1)% 624 1% 254 1% Net change in asset values (3,463) (6)% 8,827 17% 4,986 11% Asset values, end of period $57,704 $61,167 $52,340 Average number of fee-generating positions was as follows: Year ended December 31, 2018 vs. 2017 change 2017 vs. 2016 change 2018 2017 2016 Positions % Positions % (Positions in thousands) Average number of fee-generating positions (1): Recordkeeping and custodial 2,081 2,226 2,201 (145) (7)% 25 1% Recordkeeping only 658 675 677 (17) (2)% (2) * Total average number of fee- generating positions 2,739 2,901 2,878 (162) (6)% 23 1% (1) We receive transfer agent recordkeeping fees by mutual fund positions. An individual client account may include multiple mutual fund positions. We may also receive fees, which are earned on a per account basis, for custodial services that we provide to clients with retirement plan accounts that hold positions in these mutual funds. * Less than 1%. Product sales.The increase in investment and savings product sales in 2018 from 2017 was largely attributable to strong growth in managed investments as a result of the Lifetime Investment Platform that we launched in the second quarter of 2017 as well as higher variable annuity sales, reflecting enhanced product offerings by our product partners and improved investor demand for variable annuities. Higher retail mutual funds sales also contributed to the increase in product sales as strong market performance experienced through most of 2018 contributed to higher investor demand for retail mutual funds in 2018. In 2017, investment and savings product sales increased from 2016 largely due to the positive impact of market performance on investor demand for U.S. retail mutual funds as well as increased sales of managed investments reflecting the launch of the Primerica Advisors Lifetime Investment Platform product during the second quarter of 2017. These increases were partially offset by lower sales of variable annuity products, in line with industry trends and a shift in 2017 from 2016 of larger size trades to managed accounts and retail mutual funds. Primerica 2018 Annual Report 59 ITEM 7. MD&A Average client asset values.Average client asset values increased in 2018 from 2017 largely due to strong market conditions experienced for most of 2018 and positive net flows. In 2017, the average client asset values increased from 2016 primarily due to market appreciation and continued positive net flows in prior periods. Rollforward of client asset values.Client asset values decreased during 2018 from 2017 largely due to a decline in market value reflecting unfavorable market performance near the end of 2018. Also contributing to the decrease in client asset values was the negative effect of a lower Canadian dollar on the translated amount of Canadian client assets. Inflows from product sales outpaced redemptions and remained consistent as a percentage of beginning client assets when compared with 2017. In 2017, client asset values increased from 2016 largely due to positive market performance and continued inflows from product sales, which outpaced redemptions. Average number of fee-generating positions.The average number of fee-generating positions decreased in 2018 from 2017 primarily due to the transition of our clients’ managed account investments since the second quarter of 2017 from Freedom Portfolios, for which we earn transfer agent recordkeeping fees and custodial fees, to the Lifetime Investments Platform, for which we do not earn transfer agent recordkeeping fees and custodial fees. In 2017, the average number of fee-generating positions slightly increased from 2016, reflecting the layered effect of growth in new product sales outpacing redemptions for those mutual funds that are serviced on the Company’s transfer agent recordkeeping and custodial services platform. Partially offsetting the growth in recordkeeping fee-generating positions in 2017 was the launch of the Lifetime Investment Platform and the closing of the Freedom Portfolios product line to new investments. Regulatory changes on business trends.The Securities and Exchange Commission (“SEC”) proposed new regulations that include: (i) a new rule to establish a “best interest” standard of conduct for broker-dealers and their associated persons when making a recommendation of any securities transaction or investment strategy involving securities to a retail customer; (ii) new and amended rules and forms to require registered broker-dealers, investment advisers and their investment professionals to provide a relationship summary to retail investors; (iii) required disclosures in retail communications; and (iv) an SEC interpretation of the fiduciary standard of conduct for investment advisers (collectively, the “SEC Best Interest Proposal”). The SEC Regulatory Flexibility Agenda, released in December 2018, indicates that final action on the SEC Best Interest Proposal is expected to be taken in September 2019. Similarly, in Canada, the organization of provincial and territorial securities regulators (“Canadian Securities Administrators” or “CSA”) published a notice requesting public comment on reforms to obligations of registered firms and individuals to enhance conflict of interest mitigation rules (“Client Focused Reforms”). Because of the uncertain status of the rules, we have not determined the extent to which changes to our business would be necessary and are, therefore, unable to quantify the impact, if any, on our business, nor are we able to project the timing of the adoption of any such reforms or transition timeline. In addition to federal regulators, certain states, including Connecticut, Illinois, Maryland, Nevada, New Jersey, and New York, have proposed or passed laws or proposed or issued regulations requiring investment advisers, broker-dealers, and/or insurance agents to meet fiduciary standards or standards of care that their advice be in the customer’s best interest, and to disclose conflicts of interest to consumers of investment and insurance products. The severity of the impact that such laws or regulations could have on our business vary from state to state depending on the content of the legislation or regulation and how it is applied by state regulators and interpreted by the courts. We cannot quantify the financial impact, if any, of any changes to our business that may be 60 Freedom Lives Here ™ ITEM 7. MD&A necessary in order to comply with such laws or regulations at this time. On September 13, 2018, the CSA published for comment proposed amendments that would prohibit upfront sales commissions by fund companies for the sale of mutual funds offered under a prospectus in Canada. The CSA has indicated that the prohibition of upfront sales commissions by fund companies will eliminate the use of the mutual fund deferred sales charge compensation model, which is the primary model for the mutual funds we distribute in Canada. These proposed amendments follow the June 21, 2018 publication of the CSA’s policy decision on embedded commissions and its proposed Client Focused Reforms. Under proposed enhanced conflict of interest rules in the Client Focused Reforms, all embedded commissions would be considered conflicts that must be addressed in the best interests of clients or avoided. The proposed amendments were open for comment through December 13, 2018. If such rules are adopted, changes in compensation arrangements with the fund companies that offer the mutual fund products we distribute in Canada may be necessary. Factors Affecting Our Results Term Life Insurance Segment.Our Term Life Insurance segment results are primarily driven by sales volumes, how closely actual experience matches our pricing assumptions, terms and use of reinsurance, and expenses. Sales and policies in force.Sales of term policies and the size and characteristics of our in-force book of policies are vital to our results over the long term. Premium revenue is recognized as it is earned over the term of the policy, and eligible acquisition expenses are deferred and amortized ratably with the level premiums of the underlying policies. However, because we incur significant cash outflows at or about the time policies are issued, including the payment of sales commissions and underwriting costs, changes in life insurance sales volume in a period will have a more immediate impact on our cash flows than on revenue and expense recognition in that period. Historically, we have found that while sales volume of term life insurance products between fiscal periods may vary based on a variety of factors, the productivity of sales representatives generally remains within a range (i.e., an average monthly rate of new policies issued per life- licensed sales representative between 0.18 and 0.22). The volume of our term life insurance products sales will fluctuate in the short term, but over the longer term, our sales volume generally correlates to the size of the independent sales force. Pricing assumptions.Our pricing methodology is intended to provide us with appropriate profit margins for the risks we assume. We determine pricing classifications based on the coverage sought, such as the size and term of the policy, and certain policyholder attributes, such as age and health. In addition, we generally utilize unisex rates for our term life insurance policies. The pricing assumptions that underlie our rates are based upon our best estimates of mortality, persistency and interest rates at the time of issuance, sales force commission rates, issue and underwriting expenses, operating expenses and the characteristics of the insureds, including the distribution of sex, age, underwriting class, product and amount of coverage. Our results will be affected to the extent there is a variance between our pricing assumptions and actual experience. •Persistency. Persistency is a measure of how long our insurance policies stay in force. As a general matter, persistency that is lower than our pricing assumptions adversely affects our results over the long term because we lose the recurring revenue stream associated with the policies that lapse. Determining the near-term effects of changes in persistency is more complicated. When actual persistency is lower than our pricing assumptions, we must accelerate the amortization of deferred policy acquisition costs (“DAC”). The resultant increase in amortization expense is offset by a corresponding release of reserves Primerica 2018 Annual Report 61 ITEM 7. MD&A associated with lapsed policies, which causes a reduction in benefits and claims expense. The future policy benefit reserves associated with any given policy will change over the term of such policy. As a general matter, future policy benefit reserves are lowest at the inception of a policy term and rise steadily to a peak before declining to zero at the expiration of the policy term. Accordingly, depending on when the lapse occurs in relation to the overall policy term, the reduction in benefits and claims expense may be greater or less than the increase in amortization expense, and, consequently, the effects on earnings for a given period could be positive or negative. Persistency levels will impact results to the extent actual experience deviates from the persistency assumptions that are locked-in at time of issue. •Mortality.Our profitability will fluctuate to the extent actual mortality rates differ from the assumptions that are locked-in at time of issue. We mitigate a significant portion of our mortality exposure through reinsurance. •Interest Rates.We use an assumption for future interest rates that initially reflects the current low interest rate environment gradually increasing to a level consistent with historical experience. Both DAC and the future policy benefit reserve liability increase with the assumed interest rate. Since DAC is higher than the future policy benefit reserve liability in the early years of a policy, a lower assumed interest rate generally will result in lower profits. In the later years, when the future policy benefit reserve liability is higher than DAC, a lower assumed interest rate generally will result in higher profits. These assumed interest rates, which like other pricing assumptions are locked-in at issue, impact the timing but not the aggregate amount of DAC and future policy benefit reserve changes. We allocate net investment income generated by the investment portfolio to the Term Life Insurance segment in an amount equal to the assumed net interest accreted to the segment’s U.S. generally accepted accounting principles (“U.S. GAAP”)- measured future policy benefit reserve liability less DAC. All remaining net investment income, and therefore the impact of actual interest rates, is attributed to the Corporate and Other Distributed Products segment. Reinsurance.We use reinsurance extensively, which has a significant effect on our results of operations. We have generally reinsured between 80% and 90% of the mortality risk on our term life insurance (excluding coverage under certain riders) on a quota share yearly renewable term (“YRT”) basis. To the extent actual mortality experience is more or less favorable than the contractual rate, the reinsurer will earn incremental profits or bear the incremental cost, as applicable. In contrast to coinsurance, which is intended to eliminate all risks (other than counterparty risk of the reinsurer) and rewards associated with a specified percentage of the block of policies subject to the reinsurance arrangement, the YRT reinsurance arrangements we enter into are intended only to reduce volatility associated with variances between estimated and actual mortality rates. In 2010, as part of our corporate reorganization and the initial public offering of our common stock, we entered into significant coinsurance transactions (the “IPO coinsurance transactions”) with entities then affiliated with Citigroup, Inc. (collectively, the “IPO coinsurers”) and ceded between 80% and 90% of the risks and rewards of our term life insurance policies that were in force at year-end 2009. We administer all such policies subject to these coinsurance agreements. Beginning in 2017, policies reaching the end of their initial level term period are no longer ceded under the IPO coinsurance transactions. The effect of our reinsurance arrangements on ceded premiums and benefits and expenses on our statement of income follows: •Ceded premiums.Ceded premiums are the premiums we pay to reinsurers. These amounts are deducted from the direct premiums we earn to calculate our net 62 Freedom Lives Here ™ ITEM 7. MD&A premium revenues. Similar to direct premium revenues, ceded coinsurance premiums remain level over the initial term of the insurance policy. Ceded YRT premiums increase over the period that the policy has been in force. Accordingly, ceded YRT premiums generally constitute an increasing percentage of direct premiums over the policy term. •Benefits and claims.Benefits and claims include incurred claim amounts and changes in future policy benefit reserves. Reinsurance reduces incurred claims in direct proportion to the percentage ceded. Coinsurance also reduces the change in future policy benefit reserves in direct proportion to the percentage ceded, while YRT reinsurance does not significantly impact the change in these reserves. •Amortization of DAC.DAC, and therefore amortization of DAC, is reduced on a pro-rata basis for the coinsured business, including the business reinsured with the IPO coinsurers. There is no impact on amortization of DAC associated with our YRT contracts. •Insurance expenses.Insurance expenses are reduced by the allowances received from coinsurance. There is no impact on insurance expenses associated with our YRT contracts. We may alter our reinsurance practices at any time due to the unavailability of YRT reinsurance at attractive rates or the availability of alternatives to reduce our risk exposure. We presently intend to continue ceding approximately 90% of our U.S. and Canadian mortality risk on new business. Expenses.Results are also affected by variances in client acquisition, maintenance and administration expense levels. Investment and Savings Products Segment.Our Investment and Savings Products segment results are primarily driven by sales, the value of assets in client accounts for which we earn ongoing management, marketing and support, and distribution fees, and the number of transfer agent recordkeeping positions and non-bank custodial fee-generating accounts we administer. Sales.We earn commissions and fees, such as dealer re-allowances and marketing and distribution fees, based on sales of mutual fund products and annuities. Sales of investment and savings products are influenced by the overall demand for investment products in the United States and Canada, as well as by the size and productivity of the independent sales force. We generally experience seasonality in our Investment and Savings Products segment results due to our high concentration of sales of retirement account products. These accounts are typically funded in February through April, coincident with our clients’ tax return preparation season. While we believe the size of the independent sales force is a factor in driving sales volume in this segment, there are a number of other variables, such as economic and market conditions, which may have a significantly greater effect on sales volume in any given fiscal period. Asset values in client accounts.We earn marketing and distribution fees (trail commissions or, with respect to U.S. mutual funds, 12b-1 fees) on mutual fund and annuity assets in the United States and Canada. In the United States, we also earn investment advisory and administrative fees on assets in managed investments. In Canada, we earn management fees on certain mutual fund assets and on the segregated funds for which we serve as investment manager. Asset values are influenced by new product sales, ongoing contributions to existing accounts, redemptions and the change in market values in existing accounts. While we offer a wide variety of asset classes and investment styles, our clients’ accounts are primarily invested in equity funds. Positions.We earn transfer agent recordkeeping fees for administrative functions we perform on behalf of several of our mutual fund providers. An individual client account may include multiple fund positions for which we earn transfer agent recordkeeping fees. We may Primerica 2018 Annual Report 63 ITEM 7. MD&A also receive fees earned for non-bank custodial services that we provide to clients with retirement plan accounts. Sales mix.While our investment and savings products all provide similar long-term economic returns to the Company, our results in a given fiscal period will be affected by changes in the overall mix of products within these categories. Examples of changes in the sales mix that influence our results include the following: • sales of annuity products in the United States will generate higher revenues in the period such sales occur than sales of other investment products that either generate lower upfront revenues or, in the case of managed investments and segregated funds, no upfront revenues; • sales of a higher proportion of managed investments and segregated funds products will spread the revenues generated over time because we earn higher revenues based on assets under management for these accounts each period as opposed to earning upfront revenues based on product sales; and • sales of a higher proportion of mutual fund products sold will impact the timing and amount of revenue we earn given the distinct transfer agent recordkeeping and non-bank custodial services we provide for certain mutual fund products we distribute. Corporate and Other Distributed Products Segment.We earn revenues and pay commissions and referral fees within our Corporate and Other Distributed Products segment for various other insurance products, prepaid legal services and other financial products, all of which are originated by third parties. Our Corporate and Other Distributed Products segment also includes in-force policies from several discontinued lines of insurance underwritten by National Benefit Life Insurance Company (“NBLIC”). Corporate and Other Distributed Products segment net investment income reflects actual net investment income recognized by the Company less the amount allocated to our Term Life Insurance segment based on the assumed net interest accreted to the segment’s U.S. GAAP-measured future policy benefit reserve liability less DAC. Actual net investment income reflected in the Corporate and Other Distributed Products segment is impacted by the size and performance of our invested asset portfolio, which can be influenced by interest rates, credit spreads, and the mix of invested assets. The Corporate and Other Distributed Products segment also includes corporate income and expenses not allocated to our other segments, general and administrative expenses (other than expenses that are allocated to our Term Life Insurance or Investment and Savings Products segments), interest expense on notes payable, redundant reserve financing transactions and our revolving credit facility, as well as realized gains and losses on our invested asset portfolio. Capital Structure.Our financial results are affected by our capital structure, which includes our senior unsecured notes (the “Senior Notes”), redundant reserve financing transactions, our revolving credit facility, and our common stock. See Note 10 (Debt), Note 12 (Stockholders’ Equity) and Note 16 (Commitments and Contingent Liabilities) to our consolidated financial statements included elsewhere in this report for more information on changes in our capital structure. Foreign Currency.The Canadian dollar is the functional currency for our Canadian subsidiaries and our consolidated financial results, reported in U.S. dollars, are affected by changes in the currency exchange rate. As such, the translated amount of revenues, expenses, assets and liabilities attributable to our Canadian subsidiaries will be higher or lower in periods where the Canadian dollar appreciates or weakens relative to the U.S. dollar, respectively. The year-end exchange rates used by the Company to translate our Canadian dollar functional currency assets and liabilities into U.S. dollars decreased by 8% in 2018 from 2017 and it increased by 7% in 2017 from 2016. The average exchange rates used by the Company in 2018 to translate our Canadian dollar functional currency revenues and expenses into U.S. dollars 64 Freedom Lives Here ™ ITEM 7. MD&A remained consistent with 2017 and it decreased by 2% in 2017 from 2016. See “Results of Operations” and “Financial Condition” and “Quantitative and Qualitative Disclosures About Market Risk – Canadian Currency Risk” and Note 3 (Segment and Geographical Information) to our consolidated financial statements included elsewhere in this report for more information on our Canadian subsidiaries and the impact of foreign currency on our financial results. Income Taxes.The profitability of the Company and its subsidiaries is affected by income taxes assessed by federal, state, and U.S. territorial jurisdictions in the U.S. and federal and provincial jurisdictions in Canada. Changes in tax legislation, such as the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”), impact the measurement of our deferred tax assets and liabilities and the amount of income tax expense we incur. The Tax Reform Act reduced the U.S. federal statutory tax rate from 35% to 21% effective January 1, 2018 and included other tax reforms affecting business, such as allowable business deductions and international tax provisions. The decrease in the federal corporate tax rate reduced the Company’s overall effective tax rate in 2018 and thereafter even after factoring in certain increases from other provisions introduced by the Tax Reform Act. The Company used a portion of income tax savings resulting from the Tax Reform Act to increase spending by approximately $9 million over 2017 levels on investments in our communities, people, and businesses. Critical Accounting Estimates We prepare our financial statements in accordance with U.S. GAAP. These principles are established primarily by the Financial Accounting Standards Board. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions based on currently available information when recording transactions resulting from business operations. Our significant accounting policies are described in Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) to our consolidated financial statements included elsewhere in this report. The most significant items on our consolidated balance sheets are based on fair value determinations, accounting estimates and actuarial determinations, which are susceptible to changes in future periods and could affect our results of operations and financial position. The estimates that we deem to be most critical to an understanding of our results of operations and financial position are those related to DAC, future policy benefit reserves and corresponding amounts recoverable from reinsurers, income taxes, and the valuation of investments. The preparation and evaluation of these critical accounting estimates involve the use of various assumptions developed from management’s analyses and judgments. Subsequent experience or use of other assumptions could produce significantly different results. Deferred Policy Acquisition Costs.We defer incremental direct costs of successful contract acquisitions that result directly from and are essential to the contract transaction(s) and that would not have been incurred had the contract transaction(s) not occurred. These costs include commissions and policy issue expenses. Deferrable term life insurance policy acquisition costs are amortized over the initial premium- paying period of the related policies in proportion to premium income and include assumptions made by us regarding persistency, expenses, interest rates and claims, which are updated on new business to reflect recent experience. These assumptions may not be modified, or unlocked on in-force term life insurance business, unless recoverability testing deems estimated future cash flows to be inadequate. DAC is subject to recoverability testing annually and when circumstances indicate that recoverability is uncertain. Primerica 2018 Annual Report 65 ITEM 7. MD&A In particular, the balance of DAC in our Term Life Insurance segment is susceptible to differences between estimated persistency assumptions and actual persistency experienced. If actual lapses are different from pricing assumptions for a particular period, the amount of DAC amortized for that period will be affected. For example, if actual annual lapses at each policy duration are 10% higher, the additional DAC balance as of December 31, 2018 that would be amortized is approximately $22 million. To further illustrate, if we expect 1,000 policies in the first policy duration to lapse, this sensitivity demonstration assumes that an additional 10%, or 1,100 in total, first duration policies actually lapse. We believe that a 10% higher annual lapse rate is a reasonably possible variation. Higher lapses in the early durations would have a greater effect on DAC amortization since the DAC balances are higher at the earlier durations. Due to the inherent uncertainties in making assumptions about future events, materially different experience from expected results in persistency could result in a material increase or decrease of DAC amortization in a particular period. Differences between actual and expected persistency also impact the balance of future policy benefit reserves and reinsurance recoverables as discussed below. For additional information on DAC, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) and Note 7 (Deferred Policy Acquisition Costs) to our consolidated financial statements included elsewhere in this report. Future Policy Benefit Reserves and Reinsurance.Liabilities for future policy benefits on our term life insurance products are reserves established for death claims and waiver of premium benefits and have been computed using a net level method and include assumptions as to mortality, persistency, interest rates, disability rates, and other assumptions based on our historical experience, modified as necessary for new business to reflect anticipated trends and to include provisions for possible adverse deviation. Reserves related to reinsured policies are accounted for using assumptions consistent with those used to determine the future policy benefit reserves and are included in Reinsurance recoverables in our consolidated balance sheets. Similar to the term life insurance DAC discussion above, we do not modify the assumptions used to establish future policy benefit reserves during the policy term unless recoverability testing deems them to be inadequate and there is no remaining DAC associated with the underlying policies. Our results depend significantly upon the extent to which our actual experience is consistent with the assumptions we used in determining our future policy benefit reserves. Our future policy benefit reserve assumptions and estimates require significant judgment and, therefore, are inherently uncertain. We cannot determine with precision the ultimate amounts that we will pay for actual claims or the timing of those payments. The net impact of differences between actual and expected persistency on future policy benefit reserves and reinsurance recoverables will partially offset the earnings impact recognized from DAC amortization noted above. In our Term Life Insurance segment, if actual annual lapses at each policy duration are 10% higher, the additional future policy benefit reserves that would be released is approximately $24 million, partially offset by the release of the corresponding recoverable from reinsurers asset of approximately $11 million using balances as of December 31, 2018. Higher lapses in later policy durations would have a greater effect on the release of future policy benefit reserves since the future policy benefit reserves are higher at the later durations. For additional information on future policy benefits and reinsurance, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) and Note 6 (Reinsurance) to our consolidated financial statements included elsewhere in this report. Income Taxes.We account for income taxes using the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to (i) temporary differences between the financial 66 Freedom Lives Here ™ ITEM 7. MD&A statement carrying amounts of existing assets and liabilities and their respective tax bases and (ii) operating loss and tax credit carryforwards. Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not applicable to the periods in which we expect the temporary difference will reverse. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. For example, as of December 31, 2017, we measured our deferred tax assets and liabilities for temporary differences subject to U.S. federal income tax using the 21% statutory rate that became effective on January 1, 2018 as a result of the Tax Reform Act enacted on December 22, 2017. We recognized the effect on deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date and, therefore, we have recognized the impact from the previous 35% statutory rate to the updated 21% statutory rate through income during the year ended December 31, 2017. In light of the multiple tax jurisdictions in which we operate, our tax returns are subject to routine audit by the Internal Revenue Service and other taxation authorities. These audits at times may produce alternative views regarding particular tax positions taken in the year(s) of review. As a result, the Company records uncertain tax positions, which require recognition at the time when it is deemed more likely than not that the position in question will be upheld. Although management believes that the judgment and estimates involved are reasonable and that the necessary provisions have been recorded, changes in circumstances or unexpected events could adversely affect our financial position, results of operations, and cash flows. For additional information on income taxes, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) and Note 11 (Income Taxes) to our consolidated financial statements included elsewhere in this report. Invested Assets.We hold primarily fixed- maturity securities, including bonds and redeemable preferred stocks. We have classified these invested assets as available-for-sale, except for the securities of our U.S. broker- dealer subsidiary, which we have classified as trading securities. We also hold a credit- enhanced note, which we classified as a held-to-maturity security that was issued in exchange for a surplus note (the “Surplus Note”) with an equal principal amount as part of a redundant reserve financing transaction. All of these securities are carried at fair value, except for the held-to-maturity security, which is carried at amortized cost. Unrealized gains and losses on available-for-sale securities, except for other- than-temporary impairments (“OTTI”) discussed below, are included as a separate component of other comprehensive income in our statements of comprehensive income. We also hold equity securities, including common and non-redeemable preferred stock. Effective January 1, 2018, the Company adopted Accounting Standards Update No. 2016-01, Financial Instruments—Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). As a result, these equity securities are measured at fair value and changes in unrealized gains and losses are recognized in net income. Prior to adoption, equity securities were designated as available-for-sale and reported at fair value (except for other-than-temporary impairment) with unrealized gains (losses) recorded in other comprehensive income (loss). Changes in fair value of trading securities are included in net income in the accompanying consolidated statements of income in the period in which the change occurred. Fair value.Fair value is the price that would be received upon the sale of an asset in an orderly transaction between market participants at the measurement date. Fair value measurements are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. We classify and disclose all Primerica 2018 Annual Report 67 ITEM 7. MD&A invested assets carried at fair value in one of the three fair value measurement categories prescribed by U.S. GAAP. As of each reporting period, we classify all invested assets in their entirety based on the lowest level of input that is significant to the fair value measurement. Significant levels of estimation and judgment are required to determine the fair value of certain of our investments. The factors influencing these estimations and judgments are subject to change in subsequent reporting periods. OTTI.The determination of whether a decline in fair value of available-for-sale securities below amortized cost is other-than-temporary is subjective. Furthermore, this determination can involve a variety of assumptions and estimates, particularly for invested assets that are not actively traded in established markets. We evaluate a number of quantitative and qualitative factors when determining the impairment status of individual securities, including issuer-specific risks as well as relevant macroeconomic risks. For available-for-sale securities in an unrealized loss position that we intend to sell or would more-likely-than-not be required to sell before the expected recovery of the amortized cost basis, we recognize an impairment charge for the difference between amortized cost and fair value as a realized investment loss in our statements of income. For available-for-sale securities in an unrealized loss position for which we have no intent to sell and believe that it is not more-likely-than-not that we will be required to sell before the expected recovery of the amortized cost basis, only the amount related to the principal cash flows not expected to be received over the remaining term of the security, or the credit loss component, of the difference between cost and fair value is recognized as a realized investment loss in our statements of income, while the remainder is recognized in other comprehensive income in our statements of comprehensive income. OTTI analyses that we perform involve the use of estimates, assumptions, and subjectivity. If these factors or future events change, we could experience material OTTI in future periods, which could adversely affect our financial condition, results of operations and the size and quality of our invested assets portfolio. For additional information on our invested assets, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies), Note 4 (Investments) and Note 5 (Fair Value of Financial Instruments) to our consolidated financial statements included elsewhere in this report. Results of Operations Revenues.Our revenues consist of the following: •Net premiums.Reflects direct premiums payable by our policyholders on our in-force insurance policies, primarily term life insurance, net of reinsurance premiums that we pay to reinsurers. •Commissions and fees.Consists primarily of dealer re-allowances earned on the sales of investment and savings products, trail commissions and management fees based on the asset values of client accounts, marketing and support fees from product originators, custodial fees for services rendered in our capacity as nominee on client retirement accounts funded by mutual funds on our servicing platform, recordkeeping fees for mutual funds on our servicing platform, and fees associated with the sale of other distributed products. •Net investment income. Represents income, net of investment-related expenses, generated by our invested asset portfolio, which consists primarily of interest income earned on fixed-maturity investments. Investment income recorded on our held-to-maturity invested asset and the offsetting interest expense recorded for our Surplus Note are included in net investment income. 68 Freedom Lives Here ™ ITEM 7. MD&A •Realized investment gains (losses), including OTTI. Primarily reflects the difference between amortized cost and amounts realized on the sale of invested assets, as well as OTTI charges. •Other, net. Reflects revenues generated primarily from the fees charged for access to Primerica Online (“POL”), our primary sales force support tool, as well as revenues from the sale of other miscellaneous items. Benefits and Expenses.Our operating expenses consist of the following: •Benefits and claims.Reflects the benefits and claims payable on insurance policies, as well as changes in our reserves for future policy claims and reserves for other benefits payable, net of reinsurance. •Amortization of DAC. Represents the amortization of capitalized costs directly associated with the sale of an insurance policy or segregated fund, including sales commissions, medical examination and other underwriting costs, and other eligible policy issuance costs. •Sales commissions. Represents commissions to the sales representatives in connection with the sale of investment and savings products, and products other than insurance products. •Insurance expenses. Reflects non-capitalized insurance expenses, including staff compensation, technology and communications, insurance sales force- related costs, printing, postage and distribution of insurance sales materials, outsourcing and professional fees, premium taxes, and other corporate and administrative fees and expenses related to our insurance operations. Insurance expenses also include both indirect policy issuance costs and costs associated with unsuccessful efforts to acquire new policies. •Insurance commissions. Reflects sales commissions with respect to insurance products that are not eligible for deferral. •Interest expense. Reflects interest on our notes payable, any interest and the commitment fee on our revolving credit facility, the financing charges related to the letter of credit issued under the credit facility agreement with Deutsche Bank (the “Peach Re Credit Facility Agreement”), fees paid for the credit enhancement feature on our held-to-maturity invested asset, and a finance charge incurred pursuant to one of our coinsurance agreements with an IPO coinsurer. •Other operating expenses. Consists primarily of expenses that are unrelated to the distribution of insurance products, including staff compensation, technology and communications, various sales force- related costs, non-bank custodial and recordkeeping administrative costs, outsourcing and professional fees, and other corporate and administrative fees and expenses. Insurance expenses and other operating expenses directly attributable to the Term Life Insurance and the Investment and Savings Products segments are recorded directly to the applicable segment. We allocate certain other revenue and operating expenses that are not directly attributable to a specific operating segment based on the relative sizes of the life- licensed and securities-licensed sales forces. These allocated items include fees charged for access to POL and costs incurred for field technology, supervision, training and certain other costs. We also allocate certain technology and occupancy costs to our operating segments based on estimated usage. Costs that are not directly charged or allocated to our two primary operating segments are included in our Corporate and Other Distributed Products segment. Primerica 2018 Annual Report 69 ITEM 7. MD&A Primerica, Inc. and Subsidiaries Results.Our results of operations for the years ended December 31, 2018, 2017, and 2016 were as follows: Year ended December 31, 2018 vs. 2017 change 2017 vs. 2016 change 2018 2017 2016 $ % $ % (Dollars in thousands) Revenues: Direct premiums $ 2,667,104 $ 2,562,109 $ 2,444,268 $104,995 4% $117,841 5% Ceded premiums (1,581,164) (1,600,771) (1,600,559) (19,607) (1)% 212 * Net premiums 1,085,940 961,338 843,709 124,602 13% 117,629 14% Commissions and fees 677,607 591,317 541,686 86,290 15% 49,631 9% Investment income net of investment expenses 118,915 105,882 97,905 13,033 12% 7,977 8% Interest expense on surplus note (37,485) (26,865) (18,880) 10,620 40% 7,985 42% Net investment income 81,430 79,017 79,025 2,413 3% (8) * Realized investment gains (losses), including other-than-temporary impairment losses (2,121) 1,339 4,088 (3,460) (258)% (2,749) (67)% Other, net 56,987 56,091 50,576 896 2% 5,515 11% Total revenues 1,899,843 1,689,102 1,519,084 210,741 12% 170,018 11% Benefits and expenses: Benefits and claims 457,583 416,019 367,655 41,564 10% 48,364 13% Amortization of DAC 239,730 209,399 180,582 30,331 14% 28,817 16% Sales commissions 335,384 297,988 272,815 37,396 13% 25,173 9% Insurance expenses 168,156 147,280 132,348 20,876 14% 14,932 11% Insurance commissions 24,490 21,108 17,783 3,382 16% 3,325 19% Interest expense 28,809 28,488 28,691 321 1% (203) (1)% Other operating expenses 229,607 189,300 181,615 40,307 21% 7,685 4% Total benefits and expenses 1,483,759 1,309,582 1,181,489 174,177 13% 128,093 11% Income before income taxes 416,084 379,520 337,595 36,564 10% 41,925 12% Income taxes 91,990 29,265 118,181 62,725 214% (88,916) (75)% Net income $ 324,094 $ 350,255 $ 219,414 $ (26,161) (7)% $130,841 60% * Less than 1% 70 Freedom Lives Here ™ ITEM 7. MD&A Total revenues.Total revenues increased in 2018 from 2017 primarily due to the incremental premiums on term life insurance policies that are not subject to the IPO coinsurance transactions. The run-off of business subject to these transactions is reflected in the decline in ceded premiums. Additionally, the higher level of term life insurance policy sales in recent periods contributed to the increase in both direct and net premiums. Commissions and fees from our Investment and Savings Products segment increased largely due to growth in client asset values and higher investment and savings product sales. Also contributing to the increase in commissions and fees was $26.8 million of higher account-based revenue primarily from revised contracts with a mutual fund provider and a service provider that expanded the scope of the Company’s transfer agent recordkeeping platform. Net investment income increased in 2018 over 2017 by $8.2 million from growth in the size of our invested asset portfolio. Lower portfolio yields in 2018 offset this growth by $6.2 million. Investment income net of investment expenses includes interest earned on our held-to-maturity invested asset, which is completely offset by interest expense on the Surplus Note, thereby eliminating any impact on net investment income. Amounts recognized for each line item will remain offsetting and will fluctuate from period to period along with the principal amounts of the held-to-maturity asset and the Surplus Note based on the balance of reserves being contractually supported under a redundant reserve financing transaction used by Vidalia Re, Inc. (“Vidalia Re”), a special purpose financial captive insurance company and wholly owned subsidiary of Primerica Life Insurance Company (“Primerica Life”). For more information on the Surplus Note, see Note 10 (Debt) and for additional information on the redundant reserve financing transaction used by Vidalia Re, see Note 4 (Investments) to our consolidated financial statements included elsewhere in this report. The change in realized investment gains (losses), including OTTI losses from 2017 to 2018 was largely due to the adoption of ASU 2016-01 in 2018 that resulted in the recognition of $2.5 million of net losses for the change in fair value of equity securities that would have been recorded as other comprehensive income (loss) prior to the adoption of ASU 2016-01. This net loss was partially offset by $0.3 million in net gains recognized from the sale of certain securities. In 2017, total revenues increased from 2016 primarily due to the cumulative effect of incremental premiums on term life insurance policies that are not subject to the IPO coinsurance transactions, as well as higher direct premiums reflecting strong term life insurance policy sales. Commissions and fees from our Investment and Savings Products segment increased in 2017 from 2016 largely as a result of growth in client asset values, reflecting strong market performance and positive net flows. Net investment income in 2017 remained consistent with 2016. The positive impact from a larger invested asset portfolio of $5.6 million was mostly offset by the portfolio’s lower yield from continued low reinvestment rates of $2.9 million as well as the impact of $2.2 million attributable to lower total return on the deposit asset backing the 10% coinsurance agreement that is subject to deposit method accounting. Realized investment gains (losses), including OTTI losses were lower in 2017 compared to 2016 primarily due to gains recognized in the second quarter of 2016 from the sale of certain securities executed to reduce the Company’s exposure to specific issuers. Other, net revenues increased in 2017 from 2016 mostly due to the increase in fees collected for POL as a result of subscriber growth that coincided with growth in the size of the sales force. Similarly, the increase in these fees was accompanied by higher technology spending incurred primarily to support and enhance POL as noted below in the “Total benefits and expenses” section. Total benefits and expenses.Total benefits and expenses increased in 2018 from 2017 primarily due to growth in premium-related costs, which include benefits and claims and amortization of Primerica 2018 Annual Report 71 ITEM 7. MD&A DAC. Although benefits and claims increased in 2018 versus 2017, the rate of growth was slower than the rate of net premium growth as claims experience for 2018 was favorable relative to 2017 by approximately $4 million. This is believed to be normal claims volatility/ fluctuation. Insurance expenses and other operating expenses increased reflecting higher costs of $25.2 million in performing transfer agent recordkeeping services largely from the revised contracts discussed above as well as $9.1 million of increased spending on initiatives as a result of savings from the Tax Reform Act. Also contributing to the increase in insurance expenses and other operating expenses was incremental spending of $7.5 million on digital development and other technology initiatives, and $7.2 million of higher employee-related costs and other expenses incurred to support growth in the business. Total benefits and expenses increased in 2017 from 2016 largely due to growth in premium- related costs, which include benefits and claims and amortization of DAC. The increase in sales commissions was in line with the growth in commissions and fees revenue. Insurance expenses and other operating expenses increased largely due higher spending of $8.7 million in technology-related costs primarily associated with POL, higher employee-related expenses of $6.1 million, and higher growth- related expenses of $5.4 million associated with our Investment and Savings Products and Term Life Insurance products. Income taxes.Our effective income tax rate of 22.1% in 2018 reflects the new lower tax rate as well as $2.7 million of lower income tax expenses resulting from adjustments to the provisional amounts recognized due to the enactment of the Tax Reform Act in 2017. For more information on adjustments to the provisional amounts recognized due to the enactment of the Tax Reform Act, see Note 11 (Income Taxes) to our consolidated financial statements included elsewhere in this report. Our effective income tax rate declined to 7.7% in 2017 from 35.0% in 2016. The largest factor driving the decline in the effective income tax rate was the recognition of the transition impact of the Tax Reform Act. In 2017, we recognized the impact from the reduction in the U.S. federal tax rate from 35% to 21% that is expected to be in effect when our net U.S. deferred tax liabilities reverse, which resulted in an income tax benefit of $98.5 million of our 2017 income before income taxes. Partially offsetting the income tax benefit recognized for the transition impact of the Tax Reform Act is approximately $3.0 million of one-time income tax expense due to the inclusion of mandatory deemed repatriation of earnings attributable to our Canadian subsidiaries. For additional information, see the discussions of results of operations by segment below. 72 Freedom Lives Here ™ ITEM 7. MD&A Term Life Insurance Segment.Our results for the Term Life Insurance segment for the years ended December 31, 2018, 2017, and 2016 were as follows: Year ended December 31, 2018 vs. 2017 change 2017 vs. 2016 change 2018 2017 2016 $ % $ % (Dollars in thousands) Revenues: Direct premiums $ 2,640,830 $ 2,534,068 $ 2,413,340 $106,762 4%$120,728 5% Ceded premiums (1,573,751) (1,593,011) (1,591,133) (19,260) (1)% 1,878 * Net Premiums 1,067,079 941,057 822,207 126,022 13% 118,850 14% Allocated net investment income 13,747 9,931 7,634 3,816 38% 2,297 30% Other, net 42,374 41,236 36,541 1,138 3% 4,695 13% Total revenues 1,123,200 992,224 866,382 130,976 13% 125,842 15% Benefits and expenses: Benefits and claims 441,775 398,212 350,640 43,563 11% 47,572 14% Amortization of DAC 228,613 201,751 172,812 26,862 13% 28,939 17% Insurance expenses 160,645 139,876 125,268 20,769 15% 14,608 12% Insurance commissions 10,263 6,728 4,301 3,535 53% 2,427 56% Total benefits and expenses 841,296 746,567 653,021 94,729 13% 93,546 14% Income before income taxes $ 281,904 $ 245,657 $ 213,361 36,247 15% 32,296 15% * Less than 1% Net premiums.Direct premiums increased in 2018 from 2017 largely due to the higher level of new policies issued in recent years. The decline in ceded premiums includes $63.5 million in lower coinsurance ceded premiums due to the run-off of business subject to the IPO coinsurance transactions, which declined more than the prior year due to policies reaching the end of their initial level term period no longer being ceded under the IPO coinsurance transactions. Partially offsetting the run-off of business subject to IPO transactions was $44.3 million in higher non-level YRT reinsurance ceded premiums as business not subject to the IPO coinsurance transactions ages. The continued impact from the increase in direct premiums combined with the decrease in ceded premiums caused net premiums to grow at a higher rate than direct premiums. Direct premiums grew in 2017 from 2016 primarily due to the increase in the number of new policies issued and growth in the in-force book of business. The change in ceded premiums includes $46.8 million in higher non-level YRT reinsurance ceded premiums as business not subject to the IPO coinsurance transactions ages, largely offset by $44.9 million in lower coinsurance ceded premiums due to the run-off of business subject to the IPO coinsurance transactions. The continued impact from the increase in direct premiums combined with the minimal change in ceded premiums caused net premiums to grow at a higher rate than direct premiums. Additionally, beginning in 2017, policies reaching the end of their initial level term period are no longer ceded under the IPO coinsurance transactions, which further contributed to the increase in net premiums. Primerica 2018 Annual Report 73 ITEM 7. MD&A Benefits and claims.Benefits and claims increased in 2018 from 2017, although at a slower rate than the increase in net premiums, primarily due to claims experience as discussed earlier in “Total benefits and expenses” under the consolidated “Primerica, Inc. and Subsidiaries Results” section. YRT rate reductions negotiated for 2014 and later issue years continues to dampen the growth in benefits and claims relative to the growth in net premiums. Benefits and claims increased in 2017 from 2016 primarily due to the growth in net premiums. Actual life claims experience in the first half of 2017 negatively impacted benefits and claims by $6 million. However, this impact from claims experience was mostly offset by YRT rate reductions negotiated for 2014 and later issue years, which continues to dampen the growth in benefits and claims relative to the growth in net premiums. Amortization of DAC.The amortization of DAC increased in 2018 from 2017 largely due to growth in net premiums. Persistency was generally consistent with prior year. Amortization of DAC increased in 2017 from 2016 primarily due to growth in net premiums. The increase in DAC amortization was higher than the increase in net premiums due to comparatively weaker early-duration persistency primarily during the first half of 2017. Insurance expenses.Insurance expenses increased in 2018 from 2017 largely due to higher employee-related costs and other expenses of $7.2 million incurred to support growth in the business as well as increased spending of $5.1 million on initiatives entered into as a result of savings from the Tax Reform Act. Also contributing to the year-over-year increase in insurance expenses was incremental spending of $5.3 million on growth-related expenses and $3.2 million of higher costs on digital development and other technology initiatives. Insurance expenses increased in 2017 from 2016 primarily due to higher spending of $5.9 million in technology-related costs primarily associated with POL, higher employee-related expenses of $3.7 million, and net higher growth-related expenses of $2.8 million. These higher growth- related expenses from increased premiums is net of $3.3 million of benefits reflecting lower retaliatory premium taxes and representative licensing fees we incurred due to changing the state of domicile of Primerica Life to Tennessee in December 2017. Insurance commissions.Insurance commissions increased in 2018 from 2017 and in 2017 from 2016 primarily due to higher non-deferred commissions on new business reflecting revisions in the sales force equity program, which changed the timing of expense recognition, but not the economics of the program. 74 Freedom Lives Here ™ ITEM 7. MD&A Investment and Savings Products Segment.Our results of operations for the Investment and Savings Products segment for the years ended December 31, 2018, 2017, and 2016 were as follows: Year ended December 31, 2018 vs. 2017 change 2017 vs. 2016 change 2018 2017 2016 $ % $ % (Dollars in thousands) Revenues: Commissions and fees: Sales-based revenues $259,991 $233,005 $227,320 $26,986 12%$ 5,685 3% Asset-based revenues 303,652 275,157 237,604 28,495 10% 37,553 16% Account-based revenues 81,802 55,030 50,861 26,772 49% 4,169 8% Other, net 9,631 9,555 8,836 76 1% 719 8% Total revenues 655,076 572,747 524,621 82,329 14% 48,126 9% Expenses: Amortization of DAC 9,766 6,168 6,148 3,598 58% 20 * Insurance commissions 12,567 12,505 11,456 62 * 1,049 9% Sales commissions: Sales-based 185,221 166,061 160,674 19,160 12% 5,387 3% Asset-based 133,943 118,513 99,639 15,430 13% 18,874 19% Other operating expenses 139,667 106,664 102,348 33,003 31% 4,316 4% Total expenses 481,164 409,911 380,265 71,253 17% 29,646 8% Income before income taxes $173,912 $162,836 $144,356 $11,076 7%$18,480 13% * Less than 1% Commissions and fees.Commissions and fees increased in 2018 from 2017 largely due to growth in asset-based revenues reflecting higher average client asset values driven by favorable market performance and growth in managed account sales. Sales-based revenues increased driven by strong investment and savings product sales fueled by investors demand for variable annuity and mutual fund products. Account- based revenues increased by $26.8 million primarily due to revised contracts with a mutual fund provider and a service provider that expanded the scope of the Company’s transfer agent recordkeeping platform beginning in 2018. The increase in account-based revenues from this contract, while mostly offset by higher other operating expenses incurred to service this contract, contributed $2.5 million to income before income taxes in 2018. Commissions and fees increased in 2017 from 2016 primarily due to growth in asset-based revenues, reflecting higher average client asset values as a result of market appreciation and net positive inflows. Sales-based revenues also contributed to the increase in commissions and fees due to higher product sales during the first half of 2017 while being partially offset by the change in sales mix towards product offerings with lower sales-based commission rates. Account-based revenues increased due to a change in our account-based fee structure on U.S. qualified accounts since the prior year and a shift in mix among fund families on our recordkeeping platform, as well as an increase in the average number of positions and accounts for which we earn recordkeeping fees and custodial fees, respectively. Primerica 2018 Annual Report 75 ITEM 7. MD&A Amortization of DAC.Amortization of DAC increased in 2018 from 2017 largely due to unfavorable market performance of the funds underlying our Canadian segregated funds in the first and fourth quarters of 2018. In 2017, amortization of DAC on our Canadian segregated funds product remained consistent with 2016 while each year experienced favorable market performance of the underlying funds and redemptions experience that was better than the original assumptions. The redemption assumption was reduced in both years based on emerging product experience. Sales commissions.The increase in sales-and asset-based commissions in 2018 from 2017 and in 2017 from 2016 was relatively consistent with the growth in sales- and asset-based revenues, respectively. When considering that asset-based expenses for our Canadian segregated funds were reflected within insurance commissions and amortization of DAC, the increase in asset-based commissions was relatively consistent with the increase in asset-based revenues excluding Canadian segregated funds. Other operating expenses.Other operating expenses increased in 2018 from 2017 primarily due to $25.2 million of higher costs in performing transfer agent recordkeeping services largely from the revised contracts discussed above, increased spending of $5.5 million to support growth in the business, and $2.4 million of incremental spending on initiatives entered into as a result of savings from the Tax Reform Act and digital development and other technology initiatives. Other operating expenses increased in 2017 from 2016 largely due to growth in expenses of $2.4 million based on client assets, higher costs of $1.8 million related to the launch of the new Primerica Advisors Lifetime Investment Platform during the second quarter of 2017, and technology spending of $1.7 million for a new sales tool to support the agents’ distribution of products. These increases in other operating expenses were partially offset by $1.4 million of lower costs related to preparation for implementation of the fiduciary rule that was proposed by the Department of Labor in 2016 but ultimately was vacated in federal court. 76 Freedom Lives Here ™ ITEM 7. MD&A Corporate and Other Distributed Products Segment.Our results of operations for the Corporate and Other Distributed Products segment for the years ended December 31, 2018, 2017, and 2016 were as follows: Year ended December 31, 2018 vs. 2017 change 2017 vs. 2016 change 2018 2017 2016 $ % $ % (Dollars in thousands) Revenues: Direct premiums $ 26,274 $ 28,041 $ 30,928 $ (1,767) (6)% $(2,887) (9)% Ceded premiums (7,413) (7,760) (9,426) (347) (4)% (1,666) (18)% Net Premiums 18,861 20,281 21,502 (1,420) (7)% (1,221) (6)% Commissions and fees 32,162 28,125 25,901 4,037 14% 2,224 9% Allocated investment income net of investment expenses 105,168 95,951 90,271 9,217 10% 5,680 6% Interest expense on surplus note (37,485) (26,865) (18,880) 10,620 40% 7,985 42% Allocated net investment income 67,683 69,086 71,391 (1,403) (2)% (2,305) (3)% Realized investment gains (losses), including other-than-temporary impairment losses (2,121) 1,339 4,088 (3,460) (258)% (2,749) (67)% Other, net 4,982 5,300 5,199 (318) (6)% 101 2% Total revenues 121,567 124,131 128,081 (2,564) (2)% (3,950) (3)% Benefits and expenses: Benefits and claims 15,808 17,807 17,015 (1,999) (11)% 792 5% Amortization of DAC 1,351 1,480 1,622 (129) (9)% (142) (9)% Insurance expenses 7,511 7,404 7,080 107 1% 324 5% Insurance commissions 1,660 1,875 2,026 (215) (11)% (151) (7)% Sales commissions 16,220 13,414 12,502 2,806 21% 912 7% Interest expense 28,809 28,488 28,691 321 1% (203) (1)% Other operating expenses 89,940 82,636 79,267 7,304 9% 3,369 4% Total benefits and expenses 161,299 153,104 148,203 8,195 5% 4,901 3% Loss before income taxes $ (39,732) $ (28,973) $ (20,122) $10,759 37% $ 8,851 44% Total revenues.Total revenues decreased in 2018 from 2017 driven by the change in realized investment gains (losses), including OTTI losses as discussed earlier in “Total revenues” under the consolidated “Primerica, Inc. and Subsidiaries Results” section. Also contributing to the decrease in total revenues was lower allocated net investment income, which is a function of allocating more consolidated net investment income to the Term Life segment given the rise in its U.S. GAAP-measured future policy benefit reserves. For information regarding the change in consolidated net investment income, refer to “Total revenues” under the consolidated “Primerica, Inc. and Subsidiaries Results” section. In addition, net premiums decreased due to the run-off of NBLIC’s discontinued lines of insurance. The decrease in total revenues were partially offset by the increase in commissions and fees. Commissions and fees increased by Primerica 2018 Annual Report 77 ITEM 7. MD&A $2.2 million due to the increase in sales of an ancillary product added to our other distributed product offerings during 2017. In addition, $1.6 million of the increase is attributable to the application of Accounting Standards Update No. 2014-09,Revenue from Contracts with Customers (Topic 606)(“ASC 606”) on January 1, 2018. The difference in revenue recognized under ASC 606 was mostly attributable to the recognition of variable consideration from the sale of prepaid legal subscriptions and auto and homeowners’ insurance referrals that had been previously constrained. We recognized this variable consideration as the uncertainty associated with the revenue, namely the collection of ongoing commissions for renewed subscriptions and policies sold prior to 2018, was resolved. Prior to the adoption of ASC 606 in 2017, commissions and fees revenue for these product lines was recognized upon receipt of commissions from the product providers, which is the point in time when the amount became fixed and determinable, and did not incorporate an estimate of variable consideration for future renewal commissions. Total revenues decreased in 2017 from 2016 due to lower realized investment gains as discussed earlier in “Total revenues” under the consolidated “Primerica, Inc. and Subsidiaries Results” section. Lower allocated net investment income, which is a function of allocating more consolidated net investment income to the Term Life segment given the rise in its U.S. GAAP- measured future policy benefit reserves also contributed to the decrease in total revenues from 2016 to 2017. For information regarding the change in consolidated net investment income, refer to “Total revenues” under the consolidated “Primerica, Inc. and Subsidiaries Results” section. Total revenues also declined in 2017 from 2016 as a result of the decline in net premiums due to the ongoing run-off of NBLIC’s discontinued lines of insurance. These decreases in total revenues were partially offset by the increase in commissions and fees due to the stronger sales of other fee-based distributed products, which led to the higher collection of initial sales and renewal commissions. Total Benefits and Expenses.Total benefits and expenses increased in 2018 from 2017 largely due to higher aggregate spending of $6.0 million on initiatives entered into as a result of savings from the Tax Reform Act and digital development and other technology initiatives. Sales commission increased $2.8 million reflecting higher commission and fees revenues. The increase in total benefits and expenses was partially offset by a decline in benefits and claims of $2.0 million due to the run-off of the closed blocks of business issued by NBLIC. Total benefits and expenses increased in 2017 from 2016 primarily due to higher employee- related equity award expense and agent-related support costs from hurricane-affected areas in Puerto Rico and Texas. Financial Condition Investments.Our insurance business is primarily focused on selling term life insurance, which does not include an investment component for the policyholder. The invested asset portfolio funded by premiums from our term life insurance business does not involve the substantial asset accumulations and spread requirements that exist with other non-term life insurance products. As a result, the profitability of our term life insurance business is not as sensitive to the impact that interest rates have on our invested asset portfolio and investment income as the profitability of other companies that distribute non-term life insurance products. We follow a conservative investment strategy designed to emphasize the preservation of our invested assets and provide adequate liquidity for the prompt payment of claims. To meet business needs and mitigate risks, our investment guidelines provide restrictions on our portfolio’s composition, including limits on asset type, per issuer limits, credit quality limits, portfolio duration, limits on the amount of investments in approved countries and permissible security types. We also manage and monitor our allocation of investments to limit 78 Freedom Lives Here ™ ITEM 7. MD&A the accumulation of any disproportionate concentrations of risk among industry sectors or issuer countries outside of the U.S. and Canada. In addition, as of December 31, 2018, we did not hold any country of issuer concentrations outside of the U.S. or Canada that represented more than 5% of the fair value of our available-for-sale invested asset portfolio or any industry concentrations of corporate bonds that represented more than 10% of the fair value of our available-for-sale invested asset portfolio. We invest a portion of our portfolio in assets denominated in Canadian dollars to support our Canadian operations. Additionally, to ensure adequate liquidity for payment of claims, we take into account the maturity and duration of our invested asset portfolio and our general liability profile. We also hold within our invested asset portfolio a credit enhanced note (“LLC Note”) issued by a limited liability company owned by a third-party service provider which is classified as a held-to-maturity security. The LLC Note, which is scheduled to mature on December 31, 2030, was obtained in exchange for the Surplus Note of equal principal amount issued by Vidalia Re. For more information on the LLC Note, see Note 4 (Investments) to our consolidated financial statements included elsewhere in this report. We have an investment committee composed of members of our senior management team that is responsible for establishing and maintaining our investment guidelines and supervising our investment activity. Our investment committee regularly monitors our overall investment results and our compliance with our investment objectives and guidelines. We use a third-party investment advisor to assist us in the management of our investing activities. Our investment advisor reports to our investment committee. Our invested asset portfolio is subject to a variety of risks, including risks related to general economic conditions, market volatility, interest rate fluctuations, liquidity risk and credit and default risk. Investment guideline restrictions have been established to minimize the effect of these risks but may not always be effective due to factors beyond our control. Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. A significant increase in interest rates could result in significant losses, realized or unrealized, in the value of our invested asset portfolio. Additionally, with respect to some of our investments, we are subject to prepayment and, therefore, reinvestment risk. Details on asset mix (excluding our held-to-maturity security) were as follows: December 31, 2018 December 31, 2017 Fair value Cost or amortized cost Fair value Cost or amortized cost U.S. government and agencies 1% 1% 1% 1% Foreign government 6% 6% 6% 6% States and political subdivisions 2% 2% 3% 3% Corporates 60% 60% 61% 61% Mortgage- and asset-backed securities 17% 17% 15% 15% Short-term investments * * n/a n/a Equity securities 2% 2% 2% 1% Trading securities 1% 1% * * Cash and cash equivalents 11% 11% 12% 13% Total 100% 100% 100% 100% * Less than 1%. Primerica 2018 Annual Report 79 ITEM 7. MD&A The composition and duration of our portfolio will vary depending on several factors, including the yield curve and our opinion of the relative value among various asset classes. The year-end average rating, duration and book yield of our fixed-maturity portfolio (excluding our held-to-maturity security) were as follows: December 31, 2018 December 31, 2017 Average rating of our fixed-maturity portfolio A A Average duration of our fixed-maturity portfolio 3.5 years 3.8 years Average book yield of our fixed-maturity portfolio 3.89% 3.97% Ratings for our investments in fixed-maturity securities are determined using Nationally Recognized Statistical Rating Organizations designations and/or equivalent ratings. The distribution of our investments in fixed-maturity securities (excluding our held-to-maturity security) by rating, including those classified as trading securities, were as follows: December 31, 2018 December 31, 2017 Amortized cost(1)% Amortized cost(1)% (Dollars in thousands) AAA $ 444,466 21% $ 360,622 19% AA 217,541 10% 158,574 8% A 469,044 22% 417,047 22% BBB 898,694 43% 875,846 47% Below investment grade 59,368 3% 66,136 4% Not rated 3,319 * 3,901 * Total $2,092,432 100% $1,882,126 100% (1) Includes trading securities at carrying value and available-for-sale securities at amortized cost. * Less than 1%. 80 Freedom Lives Here ™ ITEM 7. MD&A The ten largest holdings within our fixed-maturity securities invested asset portfolio (excluding our held-to-maturity security) were as follows: December 31, 2018 Issuer Fair value Amortized cost (1) Unrealized gain (loss) Credit rating (Dollars in thousands) Government of Canada $ 23,228 $ 23,027 $ 201 AAA Comcast Corp 13,205 13,248 (43) A- Wells Fargo & Co 12,974 13,207 (233) A- Province of Quebec Canada 12,957 12,299 658 AA- Morgan Stanley 11,973 12,049 (76) A+ Bank of America Corp 11,741 11,837 (96) A- Province of British Columbia Canada 11,540 11,497 43 AAA Office Properties Income Trust 11,405 11,456 (51) BBB- Province of Alberta Canada 10,897 10,877 20 A+ Province of Ontario Canada 10,799 10,566 233 A+ Total — ten largest holdings $ 130,719 $ 130,063 $ 656 Total — fixed-maturity securities $2,083,245 $2,092,432 Percent of total fixed-maturity securities 6% 6% (1) Includes trading securities at carrying value and available-for-sale securities at amortized cost. For additional information on our invested asset portfolio, see Note 4 (Investments) and Note 5 (Fair Value of Financial Instruments) to our consolidated financial statements included elsewhere in this report. Other Significant Assets and Liabilities.The balances of and changes in other significant assets and liabilities were as follows: December 31,Change 2018 2017 $ % (Dollars in thousands) Assets: Reinsurance recoverables $4,141,569 $4,205,173 $ (63,604) (2)% Deferred policy acquisition costs, net 2,133,920 1,951,892 182,028 9% Liabilities: Future policy benefits $6,168,157 $5,954,524 $213,633 4% Reinsurance recoverables.Reinsurance recoverables reflects future policy benefit reserves and claim reserves due from third-party reinsurers, including the IPO coinsurers. Reinsurance recoverables as of December 31, 2018 decreased compared with December 31, 2017 primarily due to the continued run-off of business that is ceded to the IPO coinsurers. In addition, the impact that the lower Canadian spot rate had on the U.S. dollar translated Primerica 2018 Annual Report 81 ITEM 7. MD&A balance of Canadian reinsurance recoverables contributed to the decrease from December, 31 2017 to December 31, 2018. Deferred policy acquisition costs, net.The increase in DAC was primarily a result of the cumulative impact of incremental commissions and expenses deferred as a result of new business in 2018 not subject to the IPO coinsurance agreements. Future policy benefits.The increase in future policy benefits was primarily a result of the growth in our in-force book of business. For additional information, see the notes to our consolidated financial statements included elsewhere in this report. Liquidity and Capital Resources Dividends and other payments to the Parent Company from its subsidiaries are our principal sources of cash. The amount of dividends paid by the subsidiaries is dependent on their capital needs to fund future growth and applicable regulatory restrictions. The primary uses of funds by the Parent Company include the payments of stockholder dividends, interest on notes payable, general operating expenses, and income taxes, as well as repurchases of shares of our common stock outstanding. During 2018, our life insurance underwriting companies declared and paid ordinary dividends of $222.8 million to the Parent Company. See Note 15 (Statutory Accounting and Dividend Restrictions) to our consolidated financial statements included elsewhere in this report for more information on insurance subsidiary dividends and statutory restrictions. In addition, in 2018 our non-life insurance subsidiaries declared and paid dividends of $80.1 million to the Parent Company. At December 31, 2018, the Parent Company had cash and invested assets of $151.8 million. The Parent Company’s subsidiaries generate operating cash flows primarily from term life insurance premiums (net of premiums ceded to reinsurers), income from invested assets, commissions and fees collected from the distribution of investment and savings products as well as other financial products. The subsidiaries’ principal operating cash outflows include the payment of insurance claims and benefits (net of ceded claims recovered from reinsurers), commissions to the sales force, insurance and other operating expenses, interest expense for future policy benefit reserves financing transactions, and income taxes. The distribution and underwriting of term life insurance requires upfront cash outlays at the time the policy is issued as we pay a substantial majority of the sales commission during the first year following the sale of a policy and incur costs for underwriting activities at the inception of a policy’s term. During the early years of a policy’s term, we generally receive level term premiums in excess of claims paid. We invest the excess cash generated during earlier policy years in fixed-maturity and equity securities held in support of future policy benefit reserves. In later policy years, cash received from the maturity or sale of invested assets is used to pay claims in excess of level term premiums received. Historically, cash flows generated by our businesses, primarily from our existing block of term life policies and our investment and savings products, have provided us with sufficient liquidity to meet our operating requirements. We anticipate that cash flows from our businesses will continue to provide sufficient operating liquidity over the next 12 months. We may seek to enhance our liquidity position or capital structure through borrowings from third-party sources, sales of debt or equity securities, reserve financings or some combination of these sources. Additionally, we believe that cash flows from our businesses and potential sources of funding will sufficiently support our long-term liquidity needs. 82 Freedom Lives Here ™ ITEM 7. MD&A Cash Flows.The components of the changes in cash and cash equivalents were as follows: Year ended December 31, 2018 2017 2016 (In thousands) Net cash provided by (used in) operating activities $ 478,067 $ 391,544 $ 294,427 Net cash provided by (used in) investing activities (232,801) (131,301) (47,923) Net cash provided by (used in) financing activities (260,997) (193,461) (187,394) Effect of foreign exchange rate changes on cash (2,093) 1,204 572 Change in cash and cash equivalents $ (17,824) $ 67,986 $ 59,682 Operating activities.Cash provided by operating activities increased in 2018 from 2017 driven by growth in cash receipts from the collection of premium revenues in excess of benefits and claims paid in our Term Life Insurance segment. The impact of direct premium growth and the additional layering of net premiums from term life insurance policies not subject to the IPO coinsurance transactions has continued to generate positive incremental cash. The increase in cash flows from operating activities during 2017 versus 2016 was also driven by higher cash receipts from the collection of premium revenues in excess of benefits and claims paid in our Term Life Insurance segment. Growth in direct premiums as well as the additional layering of net premiums from term life insurance policies not subject to the IPO coinsurance transactions also generated positive incremental cash flows in 2017 compared with 2016. In addition, the timing of receipts for reinsured claims net of reinsurance premiums owed to the IPO coinsurers as of year-end contributed to the increase in cash provided by operating activities in 2017 as compared with 2016. The increase in operating cash flows was partially offset by higher year-over-year payments for policy acquisition costs associated with the increase in issued term life insurance policies in 2017 as well as the timing impact of Canadian income tax remittances attributable to the 2016 tax year. Investing activities.Cash used in investing activities increased in 2018 from 2017 largely due to higher use of cash to purchase investments in fixed-maturity securities as the size of our investment portfolio continued to grow along with the growth of our in-force term life business. These purchases were partially offset by an increase in fixed-maturity investments that matured in 2018 compared to 2017. The largest item affecting the 2017 versus 2016 increase in cash used in investing activities was the higher use of cash in 2017 to purchase investments in fixed-maturity securities compared with 2016 as the size of our investment portfolio continued to grow along with the growth of our in-force term life business. Additionally, in 2017 the Company had a lower level of fixed-maturity securities that matured and it sold fewer fixed-maturity securities versus the comparable period in 2016. Financing activities.The increase in cash used in financing activities in 2018 compared to 2017 was primarily due to higher repurchases of common stock on a year-over-year basis under the larger share repurchase program in place during 2018 versus 2017. Also contributing to the increase in cash used in financing activities in 2018 versus 2017 was higher per share dividends that were declared and paid to shareholders. Cash used in financing activities during 2017 increased modestly compared to the same period in 2016 primarily due to higher tax withholdings on the vesting of employee equity awards as a result of the increased market share price of our common stock. In addition, the per share increase in stockholder dividends declared Primerica 2018 Annual Report 83 ITEM 7. MD&A by the Company in 2017 versus 2016 also contributed to the increase in cash used in financing activities. Risk-Based Capital (“RBC”).The National Association of Insurance Commissioners (“NAIC”) has established RBC standards for U.S. life insurers, as well as a risk-based capital model act (the “RBC Model Act”) that has been adopted by the insurance regulatory authorities. The RBC Model Act requires that life insurers annually submit a report to state regulators regarding their RBC based upon four categories of risk: asset risk; insurance risk; interest rate risk and business risk. The capital requirement for each is determined by applying factors that vary based upon the degree of risk to various asset, premiums and policy benefit reserve items. The formula is an early warning tool to identify possible weakly capitalized companies for purposes of initiating further regulatory action. As of December 31, 2018, our U.S. life insurance subsidiaries maintained statutory capital and surplus substantially in excess of the applicable regulatory requirements and remain well positioned to support existing operations and fund future growth. In Canada, an insurer’s minimum capital requirement is overseen by the Office of the Superintendent of Financial Institutions (“OSFI”) and determined as the sum of the capital requirements for five categories of risk: asset default risk; mortality/morbidity/lapse risks; changes in interest rate environment risk; segregated funds risk; and foreign exchange risk. As of December 31, 2018, Primerica Life Insurance Company of Canada was in compliance with Canada’s minimum capital requirements as determined by OSFI. For more information regarding statutory capital requirements and dividend capacities of our insurance subsidiaries, see Note 15 (Statutory Accounting and Dividend Restrictions) to our consolidated financial statements included elsewhere in this report for more information. Redundant Reserve Financings.The Model Regulation entitled Valuation of Life Insurance Policies, commonly known as Regulation XXX, requires insurers to carry statutory policy benefit reserves for term life insurance policies with long-term premium guarantees which are often significantly in excess of the future policy benefit reserves that insurers deem necessary to satisfy claim obligations (“redundant policy benefit reserves”). Accordingly, many insurance companies have sought ways to reduce their capital needs by financing redundant policy benefit reserves through bank financing, reinsurance arrangements and other financing transactions. We have established Peach Re, Inc. (“Peach Re”) and Vidalia Re as special purpose financial captive insurance companies and wholly owned subsidiaries of Primerica Life. Primerica Life has ceded certain term life policies issued prior to 2011 to Peach Re as part of a Regulation XXX redundant reserve financing transaction (the “Peach Re Redundant Reserve Financing Transaction”) and has ceded certain term life policies issued in 2011 through 2017 to Vidalia Re as part of a Regulation XXX redundant reserve financing transaction (the “Vidalia Re Redundant Reserve Financing Transaction”). These redundant reserve financing transactions allow us to more efficiently manage and deploy our capital. The NAIC has adopted a model regulation for determining reserves using a principle-based approach (“principle-based reserves” or “PBR”), which is designed to reflect each insurer’s own experience in calculating reserves and move away from a standardized reserving formula. Primerica Life adopted PBR during the first quarter of 2018. The adoption of PBR facilitated extending the premium guarantees for Primerica Life for the entire initial term period for new sales. The new principle-based reserve regulation will significantly reduce the statutory policy benefit reserve requirements, but will only apply for business issued after the effective date. As a result, we expect that the adoption of PBR will significantly reduce the need to engage in future redundant reserve financing transactions for business issued after the effective date. See Note 4 (Investments), Note 10 (Debt) and Note 16 (Commitments and Contingent Liabilities) to our consolidated 84 Freedom Lives Here ™ ITEM 7. MD&A financial statements included elsewhere in this report for more information on these redundant reserve financing transactions. Notes Payable.The Company has $375.0 million of publicly-traded, Senior Notes outstanding issued at a price of 99.843% with an annual interest rate of 4.75%, payable semi- annually in arrears on January 15 and July 15. The Senior Notes mature July 15, 2022. We were in compliance with the covenants of the Senior Notes at December 31, 2018. No events of default occurred on the Senior Notes during the year ended December 31, 2018. Financial Ratings.As of December 31, 2018, the investment grade credit ratings for our Senior Notes were as follows: Agency Senior Notes rating Moody’s(1)Baa1, stable outlook Standard & Poor’s A-, stable outlook A.M. Best Company a-, stable outlook (1) On July 30, 2018, Moody’s Investors Service upgraded its credit rating for Primerica, Inc.’s Senior Notes to Baa1, stable outlook from Baa2, positive outlook. As of December 31, 2018, Primerica Life’s financial strength ratings were as follows: Agency Financial strength rating Moody’s(1)A1, stable outlook Standard & Poor’s AA-, stable outlook A.M. Best Company A+, stable outlook (1) On July 30, 2018, Moody’s Investors Service upgraded its financial strength rating for Primerica Life to A1, stable outlook from A2, positive outlook. Securities Lending.We participate in securities lending transactions with brokers to increase investment income with minimal risk. See Note 4 (Investments) to our consolidated financial statements included elsewhere in this report for additional information. Short-Term Borrowings.We had no short- term borrowings as of or during the year ended December 31, 2018. Surplus Note.Vidalia Re issued a Surplus Note in exchange for the LLC Note as a part of the Vidalia Re Redundant Reserve Financing Transaction. The Surplus Note has a principal amount equal to the LLC Note and is scheduled to mature on December 31, 2030. For more information on the Surplus Note, see Note 10 (Debt) to our consolidated financial statements included elsewhere in this report. Off-Balance Sheet Arrangements.We have no transactions, agreements or other contractual arrangements to which an entity unconsolidated with the Company is a party, under which the Company maintains any off-balance sheet obligations or guarantees as of December 31, 2018. Credit Facility Agreement.We maintain an unsecured $200.0 million revolving credit facility (“Revolving Credit Facility”) with a syndicate of commercial banks that has a scheduled termination date of December 19, 2022. Amounts outstanding under the Revolving Credit Facility bear interest at a periodic rate equal to LIBOR or the base rate, plus in either case an applicable margin. The Revolving Credit Facility also permits the issuance of letters of credit. The applicable margins are based on our debt rating with such margins for LIBOR rate loans and letters of credit ranging from 1.125% to 1.625% per annum and for base rate loans ranging from 0.125% to 0.625% per annum. Under the Revolving Credit Facility, we incur a commitment fee that is payable quarterly in arrears and is determined by our debt rating. This commitment fee ranges from 0.125% to 0.225% per annum of the aggregate $200.0 million commitment of the lenders under the Revolving Credit Facility. As of December 31, 2018, no amounts have been drawn under the Revolving Credit Facility and we were in compliance with its covenants. Furthermore, no events of default have occurred under the Revolving Credit Facility in 2018. Primerica 2018 Annual Report 85 ITEM 7. MD&A Contractual Obligations.Our contractual obligations, including payments due by period, were as follows: December 31, 2018 Total Liability Total Payments Less than 1 year 1-3 years 3-5 years More than 5 years (In millions) Future policy benefits $6,168 $24,557 $1,590 $3,026 $2,848 $17,093 Policy claims and other benefits payable 314 314 314 — — — Other policyholder funds 371 371 371 — — — Long-term debt principal 375 375 — — 375 — Interest obligations 8 146 28 56 35 27 Commissions 30 30 29 1 — — Purchase obligations 5 42 30 11 1 — Lease obligations 4 72 8 15 14 35 Income tax payable 23 23 23 — — — Other liabilities 439 414 373 38 1 2 Total contractual obligations $7,737 $26,344 $2,766 $3,147 $3,274 $17,157 Our liability for future policy benefits represents the present value of estimated future policy benefits to be paid, less the present value of estimated future net benefit premiums to be collected. Net benefit premiums represent the portion of gross premiums required to provide for all benefits and associated expenses. These benefit payments are contingent on policyholders continuing to renew their policies and make their premium payments. Our contractual obligations table discloses the impact of benefit payments that will be due assuming the underlying policy renewals and premium payments continue as expected in our actuarial models. The future policy benefit payments represented in the table are presented on an undiscounted basis, gross of any amounts recoverable through reinsurance agreements and gross of any premiums to be collected. We expect to fully fund the obligations for future policy benefits from cash flows from general account invested assets, claims reimbursed by reinsurers, and from future premiums. These estimations are based on mortality and lapse assumptions comparable with our historical experience. Due to the significance of the assumptions used, the amounts presented could materially differ from actual results. Policy claims and other benefits payable represents claims and benefits currently owed to policyholders. Other policyholders’ funds primarily represent claim payments left on deposit with us. Long-term debt principal relates to our Senior Notes. Interest obligations (reported within other liabilities in our consolidated balance sheets) reflect expected interest on our Senior Notes, the commitment fee on our Revolving Credit Facility, the financing charges related to an issued letter of credit, fees paid for the credit enhancement feature on the LLC Note, and a finance charge incurred pursuant to one of our coinsurance agreements as of December 31, 2018. We did not include the principal or interest on the Surplus Note in the table above as the payments due for these items are contractually offset by the principal and interest on the LLC Note as long as we hold the LLC Note. The 86 Freedom Lives Here ™ ITEM 7. MD&A Company asserts its positive intent and ability to hold the LLC Note until maturity. Commissions represent commissions that have been earned by the sales force but have not been paid as of December 31, 2018. We are only obligated to pay commissions as earned from sales of our products. The total liability amount is reported within other liabilities in our consolidated balance sheets. Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms. These obligations consist primarily of accounts payable and certain accrued liabilities, including committed funds related to meetings and conventions for the sales force, plus a variety of vendor commitments funding our ongoing business operations. The total liability amount is reported within other liabilities in our consolidated balance sheets. Our lease obligations primarily relate to office, warehouse, printing, and distribution properties. For additional information on leased properties, see “Item 2. Properties” included elsewhere in this report. Income tax payable represents income taxes owed at year-end. Other liabilities are obligations reported within the consolidated balance sheets and consist primarily of amounts due under reinsurance agreements and general accruals and payables. The total payments within the table differ from the amounts presented in our consolidated balance sheets due to the exclusion of amounts where a reasonable estimate of the period of settlement cannot be determined. For additional information concerning our commitments and contingencies, see Note 16 (Commitments and Contingent Liabilities) to our consolidated financial statements included elsewhere in this report. Primerica 2018 Annual Report 87 ITEM 7A. MARKET RISK ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Market risk is the risk of the loss of fair value resulting from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates. Market risk is directly influenced by the volatility and liquidity in the markets in which the related underlying financial instruments are traded. Sensitivity analysis measures the impact of hypothetical changes in interest rates, foreign exchange rates and other market rates or prices on the profitability of market-sensitive financial instruments. The following discussion about the potential effects of changes in interest rates and Canadian currency exchange rates is based on shock-tests, which model the effects of interest rate and Canadian exchange rate shifts on our financial condition and results of operations. Although we believe shock tests provide the most meaningful analysis permitted by the rules and regulations of the SEC, they are constrained by several factors, including the necessity to conduct the analysis based on a single point in time and by their inability to include the extraordinarily complex market reactions that normally would arise from the market shifts modeled. Although the following results of shock tests for changes in interest rates and Canadian currency exchange rates may have some limited use as benchmarks, they should not be viewed as forecasts. These disclosures also are selective in nature and address, in the case of interest rates, only the potential direct impact on our financial instruments and, in the case of Canadian currency exchange rates, the potential translation impact on net income from our Canadian subsidiaries. They do not include a variety of other potential factors that could affect our business as a result of these changes in interest rates and Canadian currency exchange rates. Interest Rate Risk.The fair value of the fixed- maturity securities (excluding the held-to-maturity security) in our invested asset portfolio as of December 31, 2018 and 2017 was $2.1 billion and $1.9 billion, respectively. One of the primary market risks for this portion of our invested asset portfolio is interest rate risk. One means of assessing the exposure of our fixed-maturity securities portfolios to interest rate changes is a duration-based analysis that measures the potential changes in market value resulting from a hypothetical change in interest rates of 100 basis points across all maturities. This model is sometimes referred to as a parallel shift in the yield curve. Under this model, with all other factors constant and assuming no offsetting change in the value of our liabilities, we estimated that such an increase in interest rates would cause the fair value of our fixed-maturity securities portfolios to decline by $64.0 million, or 3%, based on our actual securities positionsasofDecember31, 2018. For comparative purposes, the same increase in rates would have caused the fair value of our fixed-maturity securities portfolios to decline by $67.0 million, or 3%, based on our actual securities positions as of December 31, 2017. Canadian Currency Risk.We also have exposure to foreign currency exchange risk to the extent we conduct business in Canada. A strong Canadian dollar relative to the U.S. dollar results in higher levels of reported revenues, expenses, net income, assets, liabilities, and accumulated comprehensive income (loss) in our U.S. dollar financial statements, and a weaker Canadian dollar would have the opposite effect. Generally, our Canadian dollar- denominated assets are held in support of our Canadian dollar-denominated liabilities. For the year ended December 31, 2018, 15% of our revenues from operations, excluding realized investment gains, and 19% of income before income taxes were generated by our Canadian operations. For the year ended December 31, 2017, 16% of our revenues from operations, excluding realized investment gains, and 21% of income before income taxes were generated by our Canadian operations. One means of assessing exposure to changes in Canadian currency exchange rates is to model the effects on reported income using a sensitivity analysis. We analyzed our Canadian currency exposure for the year ended December 31, 2018. Net exposure was measured assuming a 10% decrease in the value of the Canadian dollar relative 88 Freedom Lives Here ™ ITEM 7A. MARKET RISK to the U.S. dollar. We estimated that such a decrease would decrease our income before income taxes for the year ended December 31, 2018 by $7.8 million. Our investment in the net assets of our Canadian operations is also subject to Canadian currency risk. If we were to assume a 10% decrease in Canadian currency exchange rates compared to the U.S. dollar, the translated value of our net investment in our Canadian subsidiaries in U.S. dollars would decrease by $27.8 million based on net assets as of December 31, 2018. For comparative purposes, a similar decrease in Canadian currency exchange rates compared to the U.S. dollar would have caused the translated value of our net investment in our Canadian subsidiaries in U.S. dollars to decline by $28.4 million based on net assets as of December 31, 2017. Historically, we have not hedged this exposure, although we may elect to do so in future periods. The impact of translating the balance of net assets of our Canadian operations is recorded in our consolidated balance sheets within the accumulated other comprehensive income component of stockholders’ equity. Credit Risk.We extensively use reinsurance in the United States to diversify our insurance and underwriting risk and to manage our loss exposure to mortality risk. Reinsurance does not relieve us of our direct liability to our policyholders. Due to factors such as insolvency, adverse underwriting results or inadequate investment returns, our reinsurers may not be able to pay the amounts they owe us on a timely basis or at all. Further, reinsurers might refuse or fail to pay losses that we cede to them or might delay payment. To limit our exposure with any one reinsurer, we monitor the concentrationofcreditriskwehavewithour reinsurance counterparties, as well as their financial condition. We manage this reinsurer credit risk through analysis and monitoring of the credit- worthiness of each of our reinsurance partners to minimize collection issues. Also, for reinsurance contracts with unauthorized reinsurers, we require collateral such as letters of credit. For information on our reinsurance exposure and reinsurers, see Note 6 (Reinsurance) to our consolidated financial statements included elsewhere in this report. In connection with the Peach Re Credit Facility Agreement, the Company assumes credit risk associated with Deutsche Bank’s ability to make payment to us in fulfillment of its obligations under the letter of credit. Such a draw on the letter of credit would only be requested in the event that the assets held in support of the liabilities assumed by Peach Re were insufficient, which, based on actuarial analysis, is unlikely. Concurrent with the execution of the Regulation XXX redundant reserve financing transaction between Vidalia Re and Primerica Life, Vidalia Re entered into a Surplus Note Purchase Agreement (the “Surplus Note Purchase Agreement”) with Hannover Life Reassurance Company of America and certain of its affiliates (collectively, “Hannover Re”) and a newly formed limited liability company (the“LLC”)ownedbyathird-partyservice provider. Under the Surplus Note Purchase Agreement, Vidalia Re issued the Surplus Note to the LLC in exchange for the LLC Note of equal principal amount. The Company assumes credit risk associated with a credit enhancement feature provided by Hannover Re, which bears the obligation to absorb the LLC’s losses in the event of a Surplus Note default in exchange for a fee. For information on the Peach Re Credit Facility Agreement, see Note 16 (Commitments and Contingent Liabilities) and for information on the SurplusNotePurchaseAgreement,seeNote4 (Investments) and Note 10 (Debt) to our consolidated financial statements included elsewhere in this report. We also bear credit risk on our investment portfolio related to the uncertainty associated with the continued ability of an obligor to make timely payments of principal and interest. In an effort to meet business needs and mitigate credit and other portfolio risks, we established investment guidelines that provide restrictions on our portfolio’s composition, including limits on asset type, per issuer limits, credit quality limits, portfolio duration, limits on the amount of investments in approved countries and permissible security types. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition” for details on our investment portfolio, including investment strategy, asset mix, and credit ratings. Primerica 2018 Annual Report 89 ITEM 8. FINANCIAL STATEMENTS ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Primerica, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Primerica, Inc. and subsidiaries (the “Company”) as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes and financial statement schedules I, II, III, and IV (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control – Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2019 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ KPMG LLP We have served as the Company’s auditor since 2007. Atlanta, Georgia February 26, 2019 90 Freedom Lives Here ™ ITEM 8. FINANCIAL STATEMENTS PRIMERICA, INC. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2018 December 31, 2017 (In thousands) Assets: Investments: Fixed-maturity securities available-for-sale, at fair value (amortized cost: $2,078,822 in 2018 and $1,877,326 in 2017)$ 2,069,635 $ 1,927,842 Fixed-maturity security held-to-maturity, at amortized cost (fair value: $945,331 in 2018 and $779,472 in 2017)970,390 737,150 Short-term investments available-for-sale, at fair value (amortized cost: $8,171 in 2018 and $0 in 2017) 8,171 — Equity securities available-for-sale, at fair value (amortized cost: $0 in 2018 and $31,331 in 2017) — 41,107 Equity securities, at fair value (cost: $34,997 in 2018 and $0 in 2017) 37,679 — Trading securities, at fair value (cost: $13,597 in 2018 and $6,172 in 2017) 13,610 6,228 Policy loans 31,501 32,816 Total investments 3,130,986 2,745,143 Cash and cash equivalents 262,138 279,962 Accrued investment income 17,057 16,665 Reinsurance recoverables 4,141,569 4,205,173 Deferred policy acquisition costs, net 2,133,920 1,951,892 Agent balances, due premiums and other receivables 265,258 229,522 Intangible assets, net 48,111 51,513 Deferred income taxes 59,336 48,614 Other assets 341,172 359,347 Separate account assets 2,195,501 2,572,872 Total assets $12,595,048 $12,460,703 Liabilities and Stockholders’ Equity: Liabilities: Future policy benefits $ 6,168,157 $ 5,954,524 Unearned and advance premiums 15,587 15,423 Policy claims and other benefits payable 313,862 307,401 Other policyholders’ funds 370,644 363,061 Notes payable 373,661 373,288 Surplus note 969,685 736,381 Income tax payable 22,699 24,896 Deferred income taxes 164,405 152,572 Other liabilities 486,772 451,398 Payable under securities lending 52,562 89,786 Separate account liabilities 2,195,501 2,572,872 Commitments and contingent liabilities (see Commitments and Contingent Liabilities note) Total liabilities 11,133,535 11,041,602 Stockholders’ equity: Common stock ($0.01 par value; authorized 500,000 in 2018 and 2017; issued and outstanding 42,694 shares in 2018 and 44,251 shares in 2017) 427 443 Paid-in capital —— Retained earnings 1,489,520 1,375,090 Accumulated other comprehensive income (loss), net of income tax: Unrealized foreign currency translation gains (losses) (21,064) 3,995 Net unrealized investment gains (losses) on available-for-sale securities: Net unrealized investment gains not other-than-temporarily impaired (7,253) 39,686 Net unrealized investment losses other-than-temporarily impaired (117) (113) Total stockholders’ equity 1,461,513 1,419,101 Total liabilities and stockholders’ equity $12,595,048 $12,460,703 See accompanying notes to consolidated financial statements. Primerica 2018 Annual Report 91 ITEM 8. FINANCIAL STATEMENTS PRIMERICA, INC. AND SUBSIDIARIES Consolidated Statements of Income Year ended December 31, 2018 2017 2016 (In thousands, except per-share amounts) Revenues: Direct premiums $ 2,667,104 $ 2,562,109 $ 2,444,268 Ceded premiums (1,581,164) (1,600,771) (1,600,559) Net premiums 1,085,940 961,338 843,709 Commissions and fees 677,607 591,317 541,686 Investment income net of investment expenses 118,915 105,882 97,905 Interest expense on surplus note (37,485) (26,865) (18,880) Net investment income 81,430 79,017 79,025 Realized investment gains (losses), including other-than- temporary impairment losses (2,121) 1,339 4,088 Other, net 56,987 56,091 50,576 Total revenues 1,899,843 1,689,102 1,519,084 Benefits and expenses: Benefits and claims 457,583 416,019 367,655 Amortization of deferred policy acquisition costs 239,730 209,399 180,582 Sales commissions 335,384 297,988 272,815 Insurance expenses 168,156 147,280 132,348 Insurance commissions 24,490 21,108 17,783 Interest expense 28,809 28,488 28,691 Other operating expenses 229,607 189,300 181,615 Total benefits and expenses 1,483,759 1,309,582 1,181,489 Income before income taxes 416,084 379,520 337,595 Income taxes 91,990 29,265 118,181 Net income $ 324,094 $ 350,255 $ 219,414 Earnings per share: Basic earnings per share $ 7.35 $ 7.63 $ 4.59 Diluted earnings per share $ 7.33 $ 7.61 $ 4.59 Weighted-average shares used in computing earnings per share: Basic 43,854 45,598 47,411 Diluted 43,985 45,689 47,453 Supplemental disclosures: Total impairment losses $ (152) $ (1,700) $ (3,420) Impairment losses recognized in other comprehensive income before income taxes — 147 — Net impairment losses recognized in earnings (152) (1,553) (3,420) Other net realized investment gains (losses) 487 2,892 7,508 Net gains (losses) recognized on equity securities (2,456) — — Net realized investment gains (losses), including other-than- temporary impairment losses $ (2,121) $ 1,339 $ 4,088 See accompanying notes to consolidated financial statements. 92 Freedom Lives Here ™ ITEM 8. FINANCIAL STATEMENTS PRIMERICA, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income Year ended December 31, 2018 2017 2016 (In thousands) Net income $324,094 $350,255 $219,414 Other comprehensive income (loss) before income taxes: Unrealized investment gains (losses) on available-for-sale securities: Change in unrealized holding gains (losses) on investment securities (59,661) (3,950) 20,500 Reclassification adjustment for realized investment (gains) losses included in net income (45) (1,589) (3,955) Foreign currency translation adjustments: Change in unrealized foreign currency translation gains (losses) (25,059) 17,383 6,689 Total other comprehensive income (loss) before income taxes (84,765) 11,844 23,234 Income tax expense (benefit) related to items of other comprehensive income (loss) (12,690) (2,126) 5,871 Other comprehensive income (loss), net of income taxes (72,075) 13,970 17,363 Total comprehensive income $252,019 $364,225 $236,777 See accompanying notes to consolidated financial statements. Primerica 2018 Annual Report 93 ITEM 8. FINANCIAL STATEMENTS PRIMERICA, INC. AND SUBSIDIARIES Consolidated Statements of Stockholders’ Equity Year ended December 31, 2018 2017 2016 (In thousands) Common stock: Balance, beginning of period $ 443 $ 457 $ 483 Repurchases of common stock (21) (19) (33) Net issuance of common stock 5 5 7 Balance, end of period 427 443 457 Paid-in capital: Balance, beginning of period — 52,468 180,250 Share-based compensation 26,707 26,095 26,219 Net issuance of common stock (5) (5) (7) Repurchases of common stock (26,702) (78,558) (153,994) Balance, end of period — — 52,468 Retained earnings: Balance, beginning of period 1,375,090 1,138,851 952,804 Cumulative effect from the adoption of new accounting standards, net 24,610 — — Net income 324,094 350,255 219,414 Dividends (44,140) (35,821) (33,367) Repurchases of common stock (190,134) (78,195) — Balance, end of period 1,489,520 1,375,090 1,138,851 Accumulated other comprehensive income (loss): Balance, beginning of period 43,568 29,598 12,235 Cumulative effect from the adoption of new accounting standards, net 73 — — Change in foreign currency translation adjustment, net of income tax expense (benefit)(25,059) 17,188 6,608 Change in net unrealized investment gains (losses) during the period, net of income taxes: Change in net unrealized investment gains (losses) not-other-than temporarily impaired (47,012) (3,166) 10,745 Change in net unrealized investment gains (losses) other- than-temporarily impaired (4) (52) 10 Balance, end of period (28,434) 43,568 29,598 Total stockholders’ equity $1,461,513 $1,419,101 $1,221,374 Dividends declared per share $ 1.00 $ 0.78 $ 0.70 See accompanying notes to consolidated financial statements. 94 Freedom Lives Here ™ ITEM 8. FINANCIAL STATEMENTS PRIMERICA, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows Year ended December 31, 2018 2017 2016 (In thousands) Cash flows from operating activities: Net income $ 324,094 $ 350,255 $ 219,414 Adjustments to reconcile net income to cash provided by (used in) operating activities: Change in future policy benefits and other policy liabilities 266,513 306,122 256,520 Deferral of policy acquisition costs (432,390) (422,749) (376,879) Amortization of deferred policy acquisition costs 239,730 209,399 180,582 Deferred tax provision 2,590 (53,788) 44,316 Change in income taxes 2,365 (2,159) 27,601 Realized investment (gains) losses, including other-than-temporary impairments 2,121 (1,339) (4,088) Accretion and amortization of investments (1,894) (1,596) (1,411) Depreciation and amortization 12,417 13,551 14,595 Change in reinsurance recoverables 37,261 9,124 (72,880) Change in agent balances, due premiums and other receivables 16,291 (19,074) (20,069) Trading securities sold, matured, or called (acquired), net (8,808) 1,137 (2,051) Share-based compensation 17,251 15,267 13,442 Change in other operating assets and liabilities, net 526 (12,606) 15,335 Net cash provided by (used in) operating activities 478,067 391,544 294,427 Cash flows from investing activities: Available-for-sale investments sold, matured or called: Fixed-maturity securities — sold 51,726 77,444 91,666 Fixed-maturity securities — matured or called 362,413 223,088 254,585 Equity securities — sold — 5,771 8,572 Equity securities — sold 2,093 — — Available-for-sale investments acquired: Fixed-maturity securities (626,826) (430,452) (386,394) Equity securities — (400) (2,683) Short-term investments (8,169) — — Equity securities — acquired (521) — — Purchases of property and equipment and other investing activities, net (13,517) (6,752) (13,669) Cash collateral received (returned) on loaned securities, net (37,224) 16,140 2,164 Sales (purchases) of short-term investments using securities lending collateral, net 37,224 (16,140) (2,164) Net cash provided by (used in) investing activities (232,801) (131,301) (47,923) Cash flows from financing activities: Dividends paid (44,140) (35,821) (33,367) Common stock repurchased (210,146) (150,038) (150,057) Tax withholdings on share-based compensation (6,711) (6,734) (3,970) Payment of deferred financing costs — (868) — Net cash provided by (used in) financing activities (260,997) (193,461) (187,394) Effect of foreign exchange rate changes on cash (2,093) 1,204 572 Change in cash and cash equivalents (17,824) 67,986 59,682 Cash and cash equivalents, beginning of period 279,962 211,976 152,294 Cash and cash equivalents, end of period $ 262,138 $ 279,962 $ 211,976 Supplemental disclosures of cash flow information: Income taxes paid $ 88,348 $ 83,304 $ 45,402 Interest paid 27,899 27,816 27,992 See accompanying notes to consolidated financial statements. Primerica 2018 Annual Report 95 FINANCIAL STATEMENTS — NOTE 1 PRIMERICA, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (1) Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies Description of Business.Primerica, Inc. (the “Parent Company”), together with its subsidiaries (collectively, “we”, “us” or the “Company”), is a leading provider of financial products to middle-income households in the United States and Canada through a network of independent contractor sales representatives (“sales representatives” or “sales force”). We assist our clients in meeting their needs for term life insurance, which we underwrite, and mutual funds, annuities, managed investments and other financial products, which we distribute primarily on behalf of third parties. Our primary subsidiaries include the following entities: Primerica Financial Services, LLC (“PFS”), a general agency and marketing company; Primerica Life Insurance Company (“Primerica Life”), our principal life insurance company; Primerica Financial Services (Canada) Ltd., a holding company for our Canadian operations, which includes Primerica Life Insurance Company of Canada (“Primerica Life Canada”) and PFSL Investments Canada Ltd. (“PFSL Investments Canada”); and PFS Investments Inc. (“PFS Investments”), an investment products company and broker-dealer. Primerica Life, domiciled in Tennessee, owns National Benefit Life Insurance Company (“NBLIC”), a New York insurance company. Peach Re, Inc. (“Peach Re”) and Vidalia Re, Inc. (“Vidalia Re”) are special purpose financial captive insurance companies and wholly owned subsidiaries of Primerica Life. Peach Re and Vidalia Re have each entered into separate coinsurance agreements with Primerica Life whereby Primerica Life has ceded certain level-premium term life insurance policies to Peach Re and Vidalia Re (respectively, the “Peach Re Coinsurance Agreement” and the “Vidalia Re Coinsurance Agreement”). Basis of Presentation.We prepare our financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). These principles are established primarily by the Financial Accounting Standards Board (“FASB”). Use of Estimates.The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect financial statement balances, revenues and expenses and cash flows, as well as the disclosure of contingent assets and liabilities. Management considers available facts and knowledge of existing circumstances when establishing the estimates included in our financial statements. The most significant items that involve a greater degree of accounting estimates and actuarial determinations subject to change in the future are the valuation of investments, deferred policy acquisition costs (“DAC”), future policy benefit reserves and corresponding amounts recoverable from reinsurers, and income taxes. Estimates for these and other items are subject to change and are reassessed by management in accordance with U.S. GAAP. Actual results could differ from those estimates. Consolidation.The accompanying consolidated financial statements include the accounts of the Company and those entities required to be consolidated under U.S. GAAP. All material intercompany profits, transactions, and balances among the consolidated entities have been eliminated. Reclassifications.Certain reclassifications have been made to prior-period amounts to conform to current-period reporting classifications. These reclassifications had no impact on net income or total stockholders’ equity. Foreign Currency Translation.Assets and liabilities of our Canadian subsidiaries are translated into U.S. dollars using year-end exchange rates, and the translation adjustments are reported in other comprehensive income (loss). Revenues and expenses of our Canadian 96 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 1 subsidiaries are translated monthly at amounts that approximate weighted-average exchange rates. Investments.Investments are reported on the following bases: • Available-for-sale (“AFS”) fixed-maturity securities, including bonds and redeemable preferred stocks, are carried at fair value. • AFS short-term investments, consist of highly-liquid investments such as commercial paper and certificates of deposit, with remaining maturities greater than ninety days at the date of purchase, but not in excess of one year. These securities are carried at fair value. • Our held-to-maturity fixed-maturity security is carried at amortized cost. • Equity securities, including common and nonredeemable preferred stocks, are carried at fair value. Changes in fair value of equity securities are included in realized investment gains (losses) in the period in which the change occurred. • Trading securities, which primarily consist of bonds held by PFS Investments, are carried at fair value. Changes in fair value of trading securities are included in realized investment gains (losses) in the period in which the change occurred. • Policy loans are carried at unpaid principal balances, which approximate fair value. Investment transactions are recorded on a trade- date basis. We use the specific-identification method to determine the realized gains or losses from securities transactions and report the realized gains or losses in the accompanying consolidated statements of income. Unrealized gains and losses on AFS securities are included as a separate component of other comprehensive income, except for other-than- temporary impairments (“OTTI”) discussed below, in the accompanying consolidated statements of comprehensive income. Investments are reviewed on a quarterly basis for OTTI. Credit risk, interest rate risk, the amount of time the security has been in an unrealized loss position, actions taken by ratings agencies, and other factors are considered in determining whether an unrealized loss is other- than-temporary. OTTI in our accompanying consolidated statements of income reflect the impairment on AFS securities that we intend to sell or would more-likely-than-not be required to sell before the expected recovery of the amortized cost basis. For AFS securities that we have no intent to sell and believe that it is not more-likely-than-not we will be required to sell prior to recovery, only the credit loss component of OTTI is recognized in our accompanying consolidated statements of income, while the remainder is recognized in other comprehensive income (loss) in the accompanying consolidated statements of comprehensive income. The credit loss component of OTTI recognized in net income is identified as the amount of principal cash flows not expected to be received over the remaining term of the security. Any subsequent changes (if not an other-than-temporary impairment) in the fair value of AFS securities are recognized in other comprehensive income (loss) in the accompanying statements of comprehensive income. Interest income on fixed-maturity securities and short-term investments is recorded when earned by determining the effective yield, which gives consideration to amortization of premiums, accretion of discounts, and any previous OTTI. Dividend income on equity securities is recorded when declared. These amounts are included in net investment income in the accompanying consolidated statements of income. Included within fixed-maturity securities are loan-backed and asset-backed securities. Amortization of the premium or accretion of the discount uses the retrospective method. The effective yield used to determine amortization/ accretion is calculated based on actual and historical projected future cash flows and updated quarterly. Cash and Cash Equivalents.Cash and cash equivalents include cash on hand, money market instruments, and all other highly liquid investments purchased with an original or Primerica 2018 Annual Report 97 FINANCIAL STATEMENTS — NOTE 1 remaining maturity of three months or less at the date of acquisition. Reinsurance.We use reinsurance extensively, utilizing yearly renewable term (“YRT”) and coinsurance agreements. Under YRT agreements, we reinsure only the mortality risk, while under coinsurance, we reinsure a proportionate part of all risks arising under the reinsured policy. Under coinsurance, the reinsurer receives a proportionate part of the premiums, less commission allowances, and is liable for a corresponding part of all benefit payments. All reinsurance contracts in effect for the three- year period ended December 31, 2018 transfer a reasonable possibility of substantial loss to the reinsurer or are accounted for under the deposit method of accounting. Ceded premiums are treated as a reduction to direct premiums and are recognized when due to the assuming company. Ceded claims are treated as a reduction to direct benefits and are recognized when the claim is incurred on a direct basis. Ceded policy reserve changes are also treated as a reduction to benefits and claims expense and are recognized during the applicable financial reporting period. Reinsurance premiums, commissions, expense reimbursements and benefits and reserves related to reinsured long-duration contracts are accounted for over the life of the underlying contracts using assumptions consistent with those used to account for the underlying policies. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liabilities and future policy benefits associated with reinsured policies. Ceded policy reserves and claims liabilities relating to insurance ceded are shown as reinsurance recoverables on the accompanying consolidated balance sheets. We analyze and monitor the credit-worthiness of each of our reinsurance partners to minimize collection issues. For reinsurance contracts with unauthorized reinsurers, we require collateral such as letters of credit. To the extent we receive ceding allowances to cover policy and claims administration under reinsurance contracts, these allowances are treated as a reduction to insurance commissions and expenses and are recognized when due from the assuming company. To the extent we receive ceding allowances reimbursing commissions that would otherwise be deferred, the amount of commissions deferrable will be reduced. The corresponding DAC balances are reduced on a pro rata basis by the portion of the business reinsured with reinsurance agreements that meet risk transfer provisions. The reduced DAC will result in a corresponding reduction of amortization expense. DAC.We defer incremental direct costs of successful contract acquisitions that result directly from and are essential to the contract transaction(s) and that would not have been incurred had the contract transaction(s) not occurred. These deferred policy acquisition costs mainly include commissions and policy issue expenses. All other acquisition-related costs, including unsuccessful acquisition and renewal efforts, are charged to expense as incurred. Also, administrative costs, rent, depreciation, occupancy, equipment, and all other general overhead costs are considered indirect costs and are charged to expense as incurred. DAC for term life insurance policies is amortized over the initial premium-paying period of the related policies in proportion to premium income. DAC for Canadian segregated funds is amortized over the life of the underlying policies at a constant rate based on the present value of the estimated gross profits expected to be realized over the life of the underlying policies. DAC is subject to recoverability testing annually and when impairment indicators exist. Intangible Assets.Intangible assets are amortized over their estimated useful lives. Any intangible asset that was deemed to have an indefinite useful life is not amortized but is subject to an annual impairment test. An impairment exists if the carrying value of the indefinite-lived intangible asset exceeds its fair value. For the other intangible assets, which are subject to amortization, an impairment is recognized if the carrying amount is not recoverable and exceeds the fair value of the intangible asset. 98 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 1 The components of intangible assets were as follows: December 31, 2018 2017 Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount (In thousands) Indefinite-lived intangible asset $ 45,275 n/a $45,275 $ 45,275 n/a $45,275 Amortizing intangible asset 84,871 (82,035) 2,836 84,871 (78,633) 6,238 Total intangible assets $130,146 $(82,035) $48,111 $130,146 $(78,633) $51,513 We have an indefinite-lived intangible asset related to the 1989 purchase of the right to contract with the sales force. This asset represents the core distribution model of our business, which is our primary competitive advantage to profitably distribute term life insurance and investment and savings products on a significant scale, and as such, is considered to have an indefinite life. This indefinite-lived intangible asset is supported by a significant portion of the discounted cash flows of our future business. We assessed this asset for impairment as of October 1, 2018 and determined that no impairment had occurred. There have been no subsequent events requiring further analysis. We also have an amortizing intangible asset related to a 1995 sales agreement termination payment to Management Financial Services, Inc. This asset is supported by a non-compete agreement with the founder of our business model. We calculate the amortization of this contract buyout on a straight-line basis over 24 years, which represents the life of the non-compete agreement. Intangible asset amortization expense was $3.4 million in 2018, 2017, and 2016. The remaining amortization expense is expected to be $2.8 million in 2019. No events have occurred during 2018, and no factors exist as of December 31, 2018 that would indicate that the net carrying value of our amortizing intangible asset may not be recoverable or will not be used throughout its estimated useful life. Property and Equipment.Property and equipment, which are included in other assets, are stated at cost, less accumulated depreciation. Depreciation is recognized on a straight-line basis over the asset’s estimated useful life, which is estimated as follows: Estimated Useful Life Data processing equipment and software 3 to 7 years Leasehold improvements Lesser of 15 years or remaining life of lease Furniture and other equipment 5 to 15 years Depreciation expense is included in other operating expenses in the accompanying consolidated statements of income. Depreciation expense was $9.0 million, $10.1 million, and $11.2 million for the years ended December 31, 2018, 2017, and 2016, respectively. Primerica 2018 Annual Report 99 FINANCIAL STATEMENTS — NOTE 1 Property and equipment balances were as follows: December 31, 2018 2017 (In thousands) Data processing equipment and software $ 68,447 $ 60,227 Leasehold improvements 16,531 14,077 Other, principally furniture and other equipment 26,586 24,839 111,564 99,143 Accumulated depreciation (75,568) (71,044) Net property and equipment $ 35,996 $ 28,099 Separate Accounts.The separate accounts are primarily comprised of contracts issued by the Company through its subsidiary, Primerica Life Canada, pursuant to the Insurance Companies Act (Canada). The Insurance Companies Act authorizes Primerica Life Canada to establish the separate accounts. The separate accounts are represented by individual variable insurance contracts. Purchasers of variable insurance contracts issued by Primerica Life Canada have a direct claim to the benefits of the contract that entitles the holder to units in one or more investment funds (the “Funds”) maintained by Primerica Life Canada. The Funds invest in assets that are held for the benefit of the owners of the contracts. The benefits provided vary in amount depending on the fair value of the Funds’ net assets. The Funds’ assets are administered by Primerica Life Canada and are held separate and apart from the general assets of the Company. The liabilities reflect the variable insurance contract holders’ interests in the Funds’ net assets based upon actual investment performance of the respective Funds. Separate account operating results relating to contract holders’ interests are excluded from our consolidated statements of income. Primerica Life Canada’s contract offerings guarantee the maturity value at the date of maturity (or upon death, whichever occurs first) to be equal to 75% of the sum of all contributions made, net of withdrawals, on a first-in, first-out basis. Otherwise, the maturity value or death benefit will be the accumulated value of units allocated to the contract at the specified valuation date. Policyholder Liabilities.Future policy benefits are accrued over the current and renewal periods of the contracts. Liabilities for future policy benefits on traditional life insurance products are reserves established for death claims and waiver of premium benefits and have been computed using a net level method, using assumptions as to interest rates, mortality, persistency, disability rates and other assumptions based on our experience, modified as necessary to reflect anticipated trends and to include provisions for possible adverse deviation. The underlying mortality tables are the Society of Actuaries (“SOA”) 65-70, SOA 75-80, SOA 85-90, and the 91 Bragg, modified to reflect various underwriting classifications and assumptions. Interest rate reserve assumptions at December 31, 2018 and 2017 ranged from 3.5% to 7.0%. For policies issued in 2010 and after, we have been using an increasing interest rate assumption to reflect the historically low interest rate environment. The liability for policy claims and other benefits payable on traditional life insurance products includes estimated unpaid claims that have been reported to us and claims incurred but not yet reported. The future policy benefit reserves we establish are necessarily based on estimates, assumptions and our analysis of historical experience. We do not modify the assumptions used to establish future policy benefit reserves during the policy term unless a premium deficiency is identified. Our results depend significantly upon the extent to which our actual claims experience is consistent with the assumptions we used in determining our future policy benefit reserves and pricing our products. Our future policy benefit reserve assumptions and estimates require significant judgment and, therefore, are inherently uncertain. We cannot determine with precision the ultimate amounts that we will pay for actual claims or the timing of those payments. 100 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 1 Unearned and Advance Premiums:Unearned and advance premiums primarily consist of premiums received from policyholders in advance of the premiums due date. Unearned and advance premiums are deferred upon collection and recognized as premiums revenue upon the premium due date. We reclassified $14.9 million of advance premiums in the accompanying consolidated balance sheets from Other policyholders’ funds to Unearned and advance premiums as of December 31, 2017 to conform with the current-period reporting classification. Other Policyholders’ Funds.Other policyholders’ funds primarily represent claim payments left on deposit with us. Litigation.The Company is involved from time to time in legal disputes, regulatory inquiries and arbitration proceedings in the normal course of business. Contingent litigation-related losses are recognized when probable and can be reasonably estimated. Legal costs, such as attorneys’ fees and other litigation-related expenses that are incurred in connection with resolving litigation are expensed as incurred. These disputes are subject to uncertainties, including indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation. Due to the difficulty of estimating costs of litigation, actual costs may be substantially higher or lower than any amounts reserved. Income Taxes.We are subject to the income tax laws of the United States, its states, municipalities, and certain unincorporated territories, and those of Canada. These tax laws can be complex and subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. In establishing a provision for income tax expense, we must make judgments and interpretations about the applicability of these tax laws. We also must make estimates about the future impact certain items will have on taxable income in the various tax jurisdictions, both domestic and foreign. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to (i) differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and (ii) operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not applicable to the periods in which we expect the temporary difference will reverse. Premium Revenues.Traditional life insurance products consist principally of those products with fixed and guaranteed premiums and benefits, and are primarily related to term products. Premiums are recognized as revenues when due. Commissions and Fees.We receive commissions and fees revenue from the sale of various non-life insurance products. Commissions revenue is generally received on the sale of mutual funds and annuities. We also receive trail commissions revenue from mutual fund and annuity products based on the net asset value of shares sold by us. We, in turn, pay sales commissions to the sales force. We also receive investment advisory and administrative fees based on the average daily net asset value of client assets held in managed investments programs and contracts related to separate account assets issued by Primerica Life Canada. We, in turn, pay asset-based commissions to the sales force. We earn recordkeeping fees for transfer agent recordkeeping services that we perform on behalf of several of our mutual fund providers and custodial fees for services performed as a non-bank custodian of our clients’ retirement plan accounts. See Note 18 (Revenue from Contracts with Customers) for details related to our commission and fees revenues recognition policies. Benefits and Expenses.Benefit and expense items are charged to income in the period in which they are incurred. Both the change in policyholder liabilities, which is included in benefits and claims, and the amortization of Primerica 2018 Annual Report 101 FINANCIAL STATEMENTS — NOTE 1 deferred policy acquisition costs will vary with policyholder persistency. Share-Based Transactions.For employee and director share-based compensation awards, we determine a grant date fair value based on the price of our publicly-traded common stock and recognize the related compensation expense, adjusted for actual forfeitures, in the consolidated statements of income on a straight-line basis over the requisite service period for the entire award. For non-employee share-based compensation, we recognize the impact during the period of performance, and the fair value of the award is measured as of the date performance is complete, which is the vesting date. To the extent non-employee share- based compensation is an incremental direct cost of successful acquisitions or renewals of life insurance policies that result directly from and are essential to the policy acquisition(s) and would not have been incurred had the policy acquisition(s) not occurred, we defer and amortize the fair value of the awards in the same manner as other deferred policy acquisition costs. Earnings Per Share (“EPS”).The Company has outstanding equity awards that consist of restricted stock units (“RSUs”), performance- based stock units (“PSUs”), and stock options. The RSUs maintain non-forfeitable dividend rights that result in dividend payment obligations on a one-to-one ratio with common shares for any future dividend declarations. Unvested RSUs are deemed participating securities for purposes of calculating EPS as they maintain dividend rights. See Note 13 (Earnings Per Share) for details related to the calculations of our basic and diluted EPS using the two-class method. New Accounting Principles.In May 2014, the FASB issued Accounting Standards Update No. 2014-09,Revenue from Contracts with Customers (Topic 606)(“ASC 606”). ASC 606 clarifies the principles for recognizing revenue by establishing the core principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue that is recognized. Insurance contracts are specifically excluded from the scope of ASC 606 and therefore revenue from our insurance product lines is not affected by the new standard. We adopted the amendments in ASC 606 as of January 1, 2018 using the modified retrospective method. The cumulative effect of adopting ASC 606 resulted in an increase to retained earnings of $24.7 million or 1.7% on January 1, 2018. The adjustment recognized upon the adoption of ASC 606 primarily consisted of recognizing the after tax net impact of renewal commissions we anticipate collecting in future periods less the portion we pay to the sales representatives for the sale of prepaid legal service subscriptions and the referral of auto and homeowners’ insurance policies in our Corporate and Other Distributed Products segment made prior to January 1, 2018. Specifically, the cumulative effect adjustment recognized as of January 1, 2018 increased the following balance sheet line items: January 1, 2018 (In thousands) Agent balances, due premiums and other receivables $45,730 Other liabilities 14,400 Deferred income tax liabilities 6,647 Retained earnings 24,683 After the initial product sale or referral, we earn commissions from product providers for our distribution services as clients pay ongoing subscription fees for prepaid legal service subscriptions or premiums on auto and homeowners’ insurance policies purchased through our referral channel. Prior to the adoption of ASC 606, we recognized commission revenue upon receipt of the commission revenue from the product providers, which is the point in time when revenue becomes fixed and determinable, as the commissions earned are dependent on our clients’ future renewal activity. After the adoption of ASC 606, we recognize 102 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 1 commission revenue equal to the expected value of the commissions we will earn over the life of the subscription or the referred policy when that initial subscription sale or policy referral occurs, which coincides with when we satisfy our performance obligation to the product provider. The application of ASC 606 did not result in any material changes in the line items within our consolidated statements of income, comprehensive income and stockholders’ equity or our statement of cash flows during the year ended December 31, 2018 as compared with guidance in effect prior to the adoption of ASC 606, primarily due to the immaterial amount of revenue associated with these product distributions as well as the offsetting effect of replacing revenue for commissions received from existing sales prior to adopting ASC 606 with revenue for future estimated commissions from new sales subsequent to adopting ASC 606. Specifically, we recognized $1.6 million of additional revenue in 2018 as a result of the application of ASC 606 as compared with revenue that would have been recognized in accordance with guidance in effect prior to the adoption of ASC 606. Likewise, the application of ASC 606 as compared with guidance in effect prior to the adoption of ASC 606 did not have a material effect on the line items within our consolidated balance sheet between January 1, 2018 and December 31, 2018. In addition, no changes in the timing or measurement of revenue recognition have been made in any of our other product lines as discussed further in Note 18 (Revenue from Contracts with Customers). In January 2016, the FASB issued Accounting Standards Update No. 2016-01,Financial Instruments — Overall (Subtopic 825-10)– Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 is intended to enhance the reporting model for financial instruments and addresses certain aspects of recognition, measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. We adopted the amendments in ASU 2016-01 as of January 1, 2018, which resulted in a cumulative- effect adjustment to increase retained earnings and decrease accumulated other comprehensive income (loss) by $7.7 million, equal to the after tax amount of the net unrealized gains on investments in equity securities as of January 1, 2018. Prior to the adoption of ASU 2016-01, the change in fair value (except for other-than- temporary impairment) on equity securities classified as AFS was recognized in other comprehensive income (loss). Subsequent to the adoption of ASU 2016-01, the change in fair value on all investments in equity securities is recognized in net income. For the year ended December 31, 2018, we recognized $2.5 million of pre-tax net losses in realized investment gains (losses) for the change in fair value of our investments in equity securities that would have been recorded as other comprehensive income (loss) prior to the adoption of ASU 2016-01. Additionally, we no longer maintain the classifications of AFS or trading for equity securities but instead present all equity security investments held by the Company as equity securities in the consolidated balance sheet due to the adoption of ASU 2016-01. As a result, equity securities with a carrying value of $1.4 million previously included within the trading securities classification as of December 31, 2017 are presented as equity securities in the consolidated balance sheet subsequent to the adoption of ASU 2016-01. Future Application of Accounting Standards. In August 2018, the FASB issued Accounting Standards Update No. 2018-12,Financial Services — Insurance (Topic 944) — Targeted Improvements to the Accounting for Long-Duration Contracts (“ASU 2018-12”). The amendments in this update change accounting guidance for insurance companies that issue long-duration contracts, including term life insurance. ASU 2018-12 requires companies that issue long-duration insurance contracts to update assumptions used in measuring future policy benefits, including mortality and persistency, at least annually instead of locking those assumptions at contract inception and reflecting differences in assumptions and actual performance as the experience occurs. ASU 2018-12 also includes changes to how insurance companies that Primerica 2018 Annual Report 103 FINANCIAL STATEMENTS — NOTE 1 issue long-duration contracts amortize DAC and determine and update the discount rate assumptions used in measuring future policy benefits reserves while increasing the level of financial statement disclosures required. The amendments in ASU 2018-12 are scheduled to be effective for the Company beginning in 2021 as of the earliest period presented in the consolidated financial statements. We anticipate that the adoption of ASU 2018-12 will have a pervasive impact on our consolidated financial statements and related disclosures and will require changes to certain of our processes, systems and controls. We are unable to determine the magnitude of its impact at this time as we are in the planning phase of the multi-year process necessary to evaluate and implement this standard. In February 2016, the FASB issued Accounting Standards Update No. 2016-02,Leases (ASC 842)(“ASC 842”), which requires lessees to recognize right-of-use assets and lease liabilities on the balance sheet. We will adopt the amendments in ASC 842 in 2019 as of the January 1, 2019 application date through a cumulative-effect adjustment. The primary impact of ASC 842 will be the recognition of our operating lease obligations and corresponding right-of-use assets on our 2019 consolidated balance sheet, which mainly consist of our executive office operations and other real estate leases of office space. The impact of adopting this standard will result in an immaterial increase to assets and liabilities that is less than 1% of our total assets and total liabilities, respectively. In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (“ASU 2016-13”),Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments (“ASC 326”). ASC 326 introduces new guidance for accounting for credit losses on financial instruments within its scope, including reinsurance recoverables, by replacing the current approach that delays recognition until it is probable a loss has been incurred with a new approach that estimates an allowance for anticipated credit losses on the basis of an entity’s own expectations. The objective of the new approach for estimating credit losses is to require consideration of a broader range of forward- looking information, which is expected to result in earlier recognition of credit losses on financial instruments. AFS securities are excluded from the scope of financial instruments that require measurement of credit losses on the basis of a forward-looking expected loss estimate under ASC 326. The incurred probable loss approach for measuring credit losses on AFS securities will remain under ASC 326, however, an entity will be allowed to reverse credit losses previously recognized in an allowance for AFS securities (other than credit losses for securities an entity intends to sell or will more-likely-than-not be required to sell before recovery of amortized cost) in situations where the estimate of credit losses on those securities has declined. The amendments in ASC 326 also preclude an entity from considering the length of time an AFS security has been in an unrealized loss position to avoid recording a credit loss and removes the requirement to consider recoveries or declines in fair value after the balance sheet date. The amendments in ASC 326 are effective for the Company beginning in fiscal year 2020. The Company is currently in the process of evaluating its impact on the Company’s consolidated financial statements. Recently-issued accounting guidance not discussed above is not applicable, is immaterial to our consolidated financial statements, or did not or isnotexpectedtohaveamaterialimpactonour business. 104 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 2 (2) Other Comprehensive Income The components of other comprehensive income (“OCI”), including the income tax expense or benefit allocated to each component, were as follows: Year ended December 31, 2018 2017 2016 (In thousands) Foreign currency translation adjustments: Change in unrealized foreign currency translation gains (losses) before income taxes $(25,059) $17,383 $ 6,689 Income tax expense (benefit) on unrealized foreign currency translation gains (losses) — 195 81 Change in unrealized foreign currency translation gains (losses), net of income taxes $(25,059) $17,188 $ 6,608 Unrealized gain (losses) on available-for-sale securities: Change in unrealized holding gains (losses) arising during period before income taxes $(59,661) $ (3,950) $20,500 Income tax expense (benefit) on unrealized holding gains (losses) arising during period (12,681) (1,765) 7,174 Change in unrealized holding gains (losses) on available-for-sale securities arising during period, net of income taxes (46,980) (2,185) 13,326 Reclassification from accumulated OCI to net income for (gains) losses realized on available-for-sale securities (45) (1,589) (3,955) Income tax (expense) benefit on (gains) losses reclassified from accumulated OCI to net income (9) (556) (1,384) Reclassification from accumulated OCI to net income for (gains) losses realized on available-for-sale securities, net of income taxes (36) (1,033) (2,571) Change in unrealized gains (losses) on available-for-sale securities, net of income taxes and reclassification adjustment $(47,016) $ (3,218) $10,755 (3) Segment and Geographical Information Segments.We have two primary operating segments — Term Life Insurance and Investment and Savings Products. The Term Life Insurance segment includes underwriting profits on our in-force book of term life insurance policies, net of reinsurance, which are underwritten by our life insurance company subsidiaries. The Investment and Savings Products segment includes retail and managed mutual funds and annuities distributed through licensed broker- dealer subsidiaries and includes segregated funds, an individual annuity savings product that we underwrite in Canada through Primerica Life Canada. In the United States, we distribute mutual fund and annuity products of several third-party companies. We also earn fees for transfer agent recordkeeping functions and Primerica 2018 Annual Report 105 FINANCIAL STATEMENTS — NOTE 3 non-bank custodial services that we provide for certain mutual funds products we distribute. In Canada, we offer a Primerica-branded fund-of-funds mutual fund product, as well as mutual funds of well-known mutual fund companies. These two operating segments are managed separately because their products serve different needs — term life insurance income protection versus wealth-building savings products. We also have a Corporate and Other Distributed Products segment, which consists primarily of revenues and expenses related to several discontinued lines of insurance other than our core term life insurance products and the distribution of various other financial products generally underwritten or offered by third-party providers. All of the Company’s net investment income, except for the portion allocated to the Term Life Insurance segment that represents the assumed interest accreted to its U.S. GAAP- measured future policy benefit reserve liability less DAC, is attributed to the Corporate and Other Distributed Products segment. In addition, interest expense incurred by the Company as well as realized gains and losses on our invested asset portfolio are entirely attributed to the Corporate and Other Distributed Products segment. Notable information included in profit or loss by segment was as follows: Year ended December 31, 2018 2017 2016 (In thousands) Revenues: Term life insurance segment $1,123,200 $ 992,224 $ 866,382 Investment and savings products segment 655,076 572,747 524,621 Corporate and other distributed products segment 121,567 124,131 128,081 Total revenues $1,899,843 $1,689,102 $1,519,084 Net investment income: Term life insurance segment $ 13,747 $ 9,931 $ 7,634 Investment and savings products segment — — — Corporate and other distributed products segment 67,683 69,086 71,391 Total net investment income $ 81,430 $ 79,017 $ 79,025 Amortization of DAC: Term life insurance segment $ 228,613 $ 201,751 $ 172,812 Investment and savings products segment 9,766 6,168 6,148 Corporate and other distributed products segment 1,351 1,480 1,622 Total amortization of DAC $ 239,730 $ 209,399 $ 180,582 Non-cash share-based compensation expense: Term life insurance segment $ 4,135 $ 2,662 $ 2,652 Investment and savings products segment 2,695 2,208 2,179 Corporate and other distributed products segment 10,421 10,397 8,611 Total non-cash share-based compensation expense $ 17,251 $ 15,267 $ 13,442 106 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 3 Year ended December 31, 2018 2017 2016 (In thousands) Income (loss) before income taxes: Term life insurance segment $ 281,904 $ 245,657 $ 213,361 Investment and savings products segment 173,912 162,836 144,356 Corporate and other distributed products segment (39,732) (28,973) (20,122) Total income before income taxes $ 416,084 $ 379,520 $ 337,595 Insurance expenses and other operating expenses directly attributable to the Term Life Insurance and the Investment and Savings Products segments are recorded directly to the applicable segment. We allocate certain other revenue and operating expenses that are not directly attributable to a specific operating segment based on the relative sizes of the life- licensed and securities-licensed independent sales forces. These allocated items include fees charged for access to our proprietary sales force support system and costs incurred for field technology, supervision, training and certain miscellaneous costs. We also allocate certain technology and occupancy costs to our operating segments based on estimated usage. Any remaining unallocated revenue and expense items, as well as realized investment gains and losses, are reported in the Corporate and Other Distributed Products segment. We measure income and loss for the segments on an income before income taxes basis. Total assets by segment were as follows: December 31, 2018 December 31, 2017 December 31, 2016 (In thousands) Assets: Term life insurance segment $ 6,322,555 $ 6,205,837 $ 5,945,502 Investment and savings products segment (1)2,298,238 2,684,717 2,391,512 Corporate and other distributed products segment 3,974,255 3,570,149 3,101,929 Total assets $12,595,048 $12,460,703 $11,438,943 (1) The Investment and Savings Products segment includes assets held in separate accounts. Excluding separate accounts, the Investment and Savings Products segment assets were $102.8 million, $112.0 million, and $103.7 million as of December 31, 2018, 2017, and 2016, respectively. Assets specifically related to a segment are held in that segment. All invested assets held by the Company, including the deposit asset recognized in connection with our 10% coinsurance agreement (the “10% Coinsurance Agreement”) and the held-to-maturity security received in connection with the Vidalia Re Coinsurance Agreement, are reported as assets of the Corporate and Other Distributed Products segment. DAC is recognized in a particular segment based on the product to which it relates. Separate account assets supporting the segregated funds product in Canada are held in the Investment and Savings Products segment. Any remaining unallocated assets are reported in the Corporate and Other Distributed Products segment. Primerica 2018 Annual Report 107 FINANCIAL STATEMENTS — NOTE 3 Geographical Information.Results of operations by country and long-lived assets — primarily tangible assets reported in other assets in our consolidated balance sheets — were as follows: Year ended December 31, 2018 2017 2016 (In thousands) Revenues by country: United States $1,607,140 $1,419,658 $1,281,580 Canada 292,703 269,444 237,504 Total revenues $1,899,843 $1,689,102 $1,519,084 Income before income taxes by country: United States $ 337,914 $ 299,764 $ 269,791 Canada 78,170 79,756 67,804 Total income before income taxes $ 416,084 $ 379,520 $ 337,595 December 31, 2018 December 31, 2017 December 31, 2016 (In thousands) Long-lived assets by country: United States $30,999 $27,443 $26,685 Canada 4,997 656 780 Total long-lived assets $35,996 $28,099 $27,465 108 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 4 (4) Investments AFS Securities.The period-end cost or amortized cost, gross unrealized gains and losses, and fair value of AFS fixed-maturity and equity securities were as follows: December 31, 2018 Amortized cost Gross unrealized gains Gross unrealized losses Fair value (In thousands) Securities available-for-sale, carried at fair value: Fixed-maturity securities: U.S. government and agencies $ 12,115 $ 176 $ (58) $ 12,233 Foreign government 155,723 3,347 (958) 158,112 States and political subdivisions 59,075 1,202 (271) 60,006 Corporates 1,447,075 11,916 (24,773) 1,434,218 Residential mortgage-backed securities 191,245 2,439 (1,733) 191,951 Commercial mortgage-backed securities 131,279 1,712 (1,636) 131,355 Other asset-backed securities 82,310 205 (755) 81,760 Total fixed-maturity securities (1)2,078,822 20,997 (30,184) 2,069,635 Short-term investments 8,171 — — 8,171 Total fixed-maturity and short-term investments $2,086,993 $20,997 $(30,184) $2,077,806 (1) Includes $0.1 million of OTTI losses related to corporates and mortgage- and asset-backed securities recognized in accumulated other comprehensive income (loss). December 31, 2017 Amortized cost Gross unrealized gains Gross unrealized losses Fair value (In thousands) Securities available-for-sale, carried at fair value: Fixed-maturity securities: U.S. government and agencies $ 11,577 $ 283 $ (47) $ 11,813 Foreign government 139,486 5,651 (648) 144,489 States and political subdivisions 54,714 1,554 (141) 56,127 Corporates 1,337,321 42,616 (3,655) 1,376,282 Residential mortgage-backed securities 119,672 3,583 (297) 122,958 Commercial mortgage-backed securities 134,003 2,299 (910) 135,392 Other asset-backed securities 80,553 452 (224) 80,781 Total fixed-maturity securities (1)1,877,326 56,438 (5,922) 1,927,842 Equity securities 31,331 9,796 (20) 41,107 Total fixed-maturity and equity securities $1,908,657 $66,234 $(5,942) $1,968,949 (1) Includes $0.2 million of OTTI losses related to corporates and mortgage- and asset-backed securities recognized in accumulated other comprehensive income (loss). Primerica 2018 Annual Report 109 FINANCIAL STATEMENTS — NOTE 4 All of our AFS mortgage- and asset-backed securities represent variable interests in variable interest entities (“VIEs”). We are not the primary beneficiary of these VIEs because we do not have the power to direct the activities that most significantly impact the entities’ economic performance. The maximum exposure to loss as a result of our involvement in these VIEs equals the carrying value of the securities. The scheduled maturity distribution of the AFS fixed-maturity securities portfolio at December 31, 2018 was as follows: Amortized cost Fair value (In thousands) Due in one year or less $ 221,508 $ 222,803 Due after one year through five years 871,181 867,564 Due after five years through 10 years 529,167 519,647 Due after 10 years 52,132 54,555 1,673,988 1,664,569 Mortgage- and asset-backed securities 404,834 405,066 Total AFS fixed-maturity securities $2,078,822 $2,069,635 Expected maturities may differ from scheduled contractual maturities because issuers of securities may have the right to call or prepay obligations with or without call or prepayment penalties. Unrealized Gains and Losses on Investments.The net effect on stockholders’ equity of unrealized gains and losses on AFS securities was as follows: December 31, 2018 December 31, 2017 (In thousands) Net unrealized investment gains on available-for-sale securities including OTTI: Available-for-sale securities $(9,187) $ 60,292 (1) OTTI 147 174 Net unrealized investment gains on available-for-sale securities excluding OTTI (9,040) 60,466 Deferred income taxes 1,787 (20,780) Net unrealized investment gains on available-for-sale securities excluding OTTI, net of tax $(7,253) $ 39,686 (1) Includes $9.8 million of net unrealized gains for equity securities recognized in accumulated other comprehensive income (loss) prior to the adoption of ASU 2016-01. 110 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 4 Trading Securities.The costs and fair values of the fixed-maturity and equity securities classified as trading securities were as follows: December 31, 2018 December 31, 2017 Cost Fair value Cost Fair value (In thousands) Fixed-maturity securities $13,597 $13,610 $4,801 $4,800 Equity securities (1)— — 1,371 1,428 Total trading securities $13,597 $13,610 $6,172 $6,228 (1) Equity securities, previously classified as trading securities, are no longer classified as trading securities due to the adoption of ASU 2016-01. As of December 31, 2018, all equity security investments held by the Company are presented in the consolidated balance sheet as equity securities. Held-to-maturity Security.Concurrent with the execution of the Vidalia Re Coinsurance Agreement, Vidalia Re entered into a Surplus Note Purchase Agreement (the “Surplus Note Purchase Agreement”) with Hannover Life Reassurance Company of America and certain of its affiliates (collectively, “Hannover Re”) and a newly formed limited liability company (the “LLC”) owned by a third- party service provider. Under the Surplus Note Purchase Agreement, Vidalia Re issued a surplus note (the “Surplus Note”) to the LLC in exchange for a credit enhanced note from the LLC with an equal principal amount (the “LLC Note”). The principal amount of both the LLC Note and the Surplus Note will fluctuate over time to coincide with the amount of reserves contractually supported under the Vidalia Re Coinsurance Agreement. Both the LLC Note and the Surplus Note mature on December 31, 2030 and bear interest at an annual interest rate of 4.50%. The LLC Note is guaranteed by Hannover Re through a credit enhancement feature in exchange for a fee, which is reflected in interest expense on our consolidated statements of income. The LLC is a VIE as its owner does not have an equity investment at risk that is sufficient to permit the LLC to finance its activities without Vidalia Re or Hannover Re. The Parent Company, Primerica Life, and Vidalia Re share the power to direct the activities of the LLC with Hannover Re, but do not have the obligation to absorb losses or the right to receive any residual returns related to the LLC’s primary risks or sources of variability. Through the credit enhancement feature, Hannover Re is the ultimate risk taker in this transaction and bears the obligation to absorb the LLC’s losses in the event of a Surplus Note default in exchange for the fee. Accordingly, the Company is not the primary beneficiary of the LLC and does not consolidate the LLC within its consolidated financial statements. The LLC Note is classified as a held-to-maturity debt security in the Company’s invested asset portfolio as we have the positive intent and ability to hold the security until maturity. As of December 31, 2018, the LLC Note, which was rated A+ by Fitch Ratings, had an estimated unrealized holding loss of $25.1 million based on its amortized cost and estimated fair value. The estimated fair value of the LLC Note is expected to be at least equal to the estimated fair value of the offsetting Surplus Note. See Note 5 (Fair Value of Financial Instruments) for information on the fair value of our financial instruments and see Note 10 (Debt) for more information on the Surplus Note. Investments on Deposit with Governmental Authorities.As required by law, we have investments on deposit with governmental authorities and banks for the protection of policyholders. The fair values of investments on deposit were $10.1 million and $11.1 million as of December 31, 2018 and 2017, respectively. Securities Lending Transactions.We participate in securities lending transactions with broker-dealers and other financial institutions to Primerica 2018 Annual Report 111 FINANCIAL STATEMENTS — NOTE 4 increase investment income with minimal risk. We require minimum collateral on securities loaned equal to 102% of the fair value of the loaned securities. We accept collateral in the form of securities, which we are not able to sell or encumber, and to the extent the collateral declines in value below 100%, we require additional collateral from the borrower. Any securities collateral received is not reflected on our consolidated balance sheets. We also accept collateral in the form of cash, all of which we reinvest. For loans involving unrestricted cash collateral, the collateral is reported as an asset with a corresponding liability representing our obligation to return the collateral. We continue to carry the loaned securities as invested assets on our consolidated balance sheets during the terms of the loans, and we do not report them as sales. Cash collateral received and reinvested was $52.6 million and $89.8 million as of December 31, 2018 and 2017, respectively. Investment Income.The components of net investment income were as follows: Year ended December 31, 2018 2017 2016 (In thousands) Fixed-maturity securities (available-for-sale) $ 79,356 $ 76,877 $ 74,673 Fixed-maturity security (held-to-maturity) 37,485 26,865 18,880 Equity securities 1,955 2,095 2,053 Policy loans and other invested assets 1,670 1,413 1,340 Cash and cash equivalents 2,922 1,123 632 Total return on deposit asset underlying 10% coinsurance agreement (1)3,643 2,970 5,212 Gross investment income 127,031 111,343 102,790 Investment expenses (8,116) (5,461) (4,885) Investment income net of investment expenses 118,915 105,882 97,905 Interest expense on surplus note (37,485) (26,865) (18,880) Net investment income $ 81,430 $ 79,017 $ 79,025 (1)Includes $1.7 million of net losses recognized for the change in fair value of the deposit asset underlying the 10% coinsurance agreement for the year ended December 31, 2018. The change in fair value of the deposit asset underlying the 10% coinsurance agreement for the years ended December 31, 2017 and 2016 was not material. The components of net realized investment gains (losses), as well as details on gross realized investment gains and (losses) were as follows: Year ended December 31, 2018 2017 2016 (In thousands) Net realized investment gains (losses): Gross gains from sales of available-for-sale securities $ 1,162 $ 3,249 $ 8,126 Gross losses from sales of available-for-sale securities (965) (107) (751) OTTI losses of available-for-sale securities (152) (1,553) (3,420) Net gains (losses) recognized in net income during the period on equity securities (2,456) — — Gains (losses) from bifurcated options 290 (250) 133 Net realized investment gains (losses) $(2,121) $ 1,339 $ 4,088 112 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 4 The proceeds from sales or other redemptions of available-for-sale securities were as follows: Year ended December 31, 2018 2017 2016 (In thousands) Proceeds from sales or other redemptions $414,138 $306,303 $354,823 The components of net gains (losses) recognized in net income on equity securities still held as of period-end were as follows: Year ended December 31, 2018 2017 2016 (In thousands) Net gains (losses) recognized on equity securities $(2,456) $— $— Less: Net gains (losses) recognized on equity securities sold (48) — — Net gains (losses) recognized in net income on equity securities still held as of period-end $(2,408) $— $— OTTI.We conduct a review each quarter to identify and evaluate impaired investments that have indications of possible OTTI. An investment in a debt security is impaired if its fair value falls below its cost. Factors considered in determining whether an impairment is temporary include the length of time and extent to which fair value has been below cost, the financial condition and near-term prospects for the issue, and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery, which may be maturity. Our review for OTTI generally entails: • Analysis of individual investments that have fair values less than a pre-defined percentage of amortized cost, including consideration of the length of time the investment has been in an unrealized loss position; • Analysis of corporate fixed-maturity securities by reviewing the issuer’s most recent performance to date, including analyst reviews, analyst outlooks and rating agency information; • Analysis of commercial mortgage-backed securities based on an assessment of performance to date, credit enhancement, risk analytics and outlook, underlying collateral, loss projections, rating agency information and available third-party reviews and analytics; • Analysis of residential mortgage-backed securities based on loss projections provided by models compared to current credit enhancement levels; • Analysis of our other investments, as required based on the type of investment; and • Analysis of downward credit migrations that occurred during the quarter. The amortized costs of AFS securities with a cost basis in excess of their fair values were $1,239.6 million and $529.2 million as of December 31, 2018 and 2017, respectively. Primerica 2018 Annual Report 113 FINANCIAL STATEMENTS — NOTE 4 The following tables summarize, for all AFS securities in an unrealized loss position, the aggregate fair value and the gross unrealized loss by length of time such securities have continuously been in an unrealized loss position: December 31, 2018 Less than 12 months 12 months or longer Fair value Unrealized losses Number of securities Fair value Unrealized losses Number of securities (Dollars in thousands) Fixed-maturity securities: U.S. government and agencies $ 1,668 $ (10) 1 $ 4,541 $ (48) 6 Foreign government 7,326 (170) 7 52,086 (788) 54 States and political subdivisions 2,644 (9) 3 23,324 (262) 20 Corporates 489,880 (10,649) 396 360,516 (14,124) 321 Residential mortgage-backed securities 32,725 (86) 14 71,308 (1,647) 41 Commercial mortgage-backed securities 31,129 (173) 20 78,911 (1,463) 77 Other asset-backed securities 19,363 (184) 35 33,989 (571) 41 Total fixed-maturity securities $584,735 $(11,281) $624,675 $(18,903) December 31, 2017 Less than 12 months 12 months or longer Fair value Unrealized losses Number of securities Fair value Unrealized losses Number of securities (Dollars in thousands) Fixed-maturity securities: U.S. government and agencies $ 4,754 $ (34) 5 $ 2,975 $ (13) 3 Foreign government 40,287 (465) 45 7,102 (183) 7 States and political subdivisions 7,369 (43) 7 6,267 (98) 7 Corporates 247,613 (2,323) 216 39,767 (1,332) 43 Residential mortgage-backed securities 33,610 (263) 16 2,592 (34) 8 Commercial mortgage-backed securities 60,116 (394) 52 22,149 (516) 25 Other asset-backed securities 32,605 (121) 33 14,819 (103) 19 Total fixed-maturity securities 426,354 (3,643) 95,671 (2,279) Equity securities 1,076 (16) 4 170 (4) 2 Total fixed-maturity and equity securities $427,430 $(3,659) $95,841 $(2,283) 114 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 4 As of December 31, 2018, the unrealized losses on our AFS invested asset portfolio were largely caused by interest rate sensitivity and, to a lesser extent, changes in credit spreads. We believe that fluctuations caused by movement in interest rates and credit spreads have little bearing on the recoverability of our investments. We do not consider these investments to be other-than- temporarily impaired because we have the ability to hold these investments until maturity or a market price recovery, and we have no present intention to dispose of them. The amortized cost and fair value of AFS fixed- maturity securities in default were as follows: December 31, 2018 December 31, 2017 Amortized cost Fair value Amortized cost Fair value (In thousands) Fixed-maturity securities in default $3 $227 $503 $654 OTTI recognized in earnings on AFS securities were as follows: Year ended December 31, 2018 2017 2016 (In thousands) OTTI on fixed-maturity securities not in default $152 $1,001 $3,257 OTTI on fixed-maturity securities in default — 267 121 OTTI on equity securities (1)— 285 42 Total OTTI recognized in earnings $152 $1,553 $3,420 (1)Subsequent to the adoption of ASU 2016-01 all changes in the fair value of equity securities are recognized in net income and thus OTTI no longer applies to equity securities. The securities noted above were considered to be other-than-temporarily impaired due to our intent to sell them; adverse credit events, such as news of an impending filing for bankruptcy; analyses of the issuer’s most recent financial statements or other information in which liquidity deficiencies, significant losses and large declines in capitalization were evident; or analyses of rating agency information for issuances with severe ratings downgrades that indicated a significant increase in the possibility of default. We also recognize OTTI related to invested assets held at the Parent Company that we intend to sell to fund share repurchases where we do not expect to recover its cost basis. OTTI recognized in earnings for AFS securities were as follows: Year ended December 31, 2018 2017 2016 (In thousands) Total OTTI related to securities which the Company does not intend to sell or more-likely-than-not will not be required to sell: Total OTTI losses recognized $152 $1,476 $1,486 Less portion of OTTI recognized in accumulated other comprehensive income (loss) — 147 — OTTI recognized in earnings for securities which the Company does not intend to sell or more-likely than-not will not be required to sell before recovery 152 1,329 1,486 OTTI recognized in earnings for securities which the Company intends to sell or more-likely-than-not will be required to sell before recovery — 224 1,934 OTTI recognized in earnings $152 $1,553 $3,420 Primerica 2018 Annual Report 115 FINANCIAL STATEMENTS — NOTE 5 The rollforward of the OTTI recognized in net income for all AFS fixed-maturity securities still held was as follows: Year ended December 31, 2018 2017 (In thousands) Cumulative OTTI recognized in net income for securities still held, beginning of period $ 4,346 $ 5,774 Additions for securities where no OTTI were recognized prior to the beginning of the period — 351 Additions for securities where OTTI have been recognized prior to the beginning of the period 152 917 Reductions due to sales, maturities, calls, amortization or increases in cash flows expected to be collected over the remaining life of credit-impaired securities (1,987) (1,513) Reductions for exchanges of securities previously impaired — (1,183) Cumulative OTTI recognized in net income for securities still held, end of period $ 2,511 $ 4,346 As of December 31, 2018, no OTTI have been recognized on the LLC Note held-to-maturity security. Derivatives.Embedded conversion options associated with fixed-maturity securities are bifurcated from the fixed-maturity security host contracts and separately recognized as equity securities. The change in fair value of these bifurcated conversion options is reflected in realized investment gains (losses), including OTTI losses. As of December 31, 2018 we did not hold any fixed-maturity securities with embedded conversion options. As of December 31, 2017, the fair value for fixed-maturity securities with embedded conversion options was $0.9 million. We have a deferred loss related to closed forward contracts, which were settled several years ago, that were used to mitigate our exposure to foreign currency exchange rates that resulted from the net investment in our Canadian operations. The amount of deferred loss included in accumulated other comprehensive income was $26.4 million as of December 31, 2018 and 2017. These deferred losses will not be recognized until such time as we sell or substantially liquidate our Canadian operations, although we have no such intention. (5) Fair Value of Financial Instruments Fair value is the price that would be received upon the sale of an asset in an orderly transaction between market participants at the measurement date. Invested assets recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. We classify and disclose all invested assets carried at fair value in one of the following three levels: • Level 1. Quoted prices for identical instruments in active markets. Level 1 consists of financial instruments whose value is based on quoted market prices in active markets, such as exchange-traded common stocks and actively traded mutual fund investments; • Level 2. Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in 116 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 5 markets that are not active; and model- derived valuations in which all significant inputs are observable in active markets. Level 2 includes those financial instruments that are valued using industry-standard pricing methodologies, models or other valuation methodologies. Various inputs are considered in deriving the fair value of the underlying financial instrument, including interest rate and yield curves, credit spread, and foreign exchange rates. All significant inputs are observable, or derived from observable information in the marketplace or are supported by observable levels at which transactions are executed in the marketplace. Financial instruments in this category primarily include: certain public and private corporate fixed-maturity and equity securities; government or agency securities; and certain mortgage- and asset- backed securities; and • Level 3. Valuations derived from valuation techniques in which one or more significant inputs are unobservable. Level 3 consists of financial instruments whose fair value is estimated based on industry-standard pricing methodologies and models using significant inputs not based on, nor corroborated by, readily available market information. Valuations for this category primarily consist of non-binding broker quotes. Financial instruments in this category primarily include less liquid mortgage- and asset-backed securities and equity securities. As of each reporting period, all assets and liabilities recorded at fair value are classified in their entirety based on the lowest level of input (Level 3 being the lowest in the hierarchy) that is significant to the fair value measurement. Significant levels of estimation and judgment are required to determine the fair value of certain of our investments. The factors influencing these estimations and judgments are subject to change in subsequent reporting periods. Primerica 2018 Annual Report 117 FINANCIAL STATEMENTS — NOTE 5 The estimated fair value and hierarchy classifications for assets and liabilities that are measured at fair value on a recurring basis were as follows: December 31, 2018 Level 1 Level 2 Level 3 Total (In thousands) Fair value assets: Available-for-sale fixed-maturity securities: U.S. government and agencies $ — $ 12,233 $— $ 12,233 Foreign government — 158,112 — 158,112 States and political subdivisions — 60,006 — 60,006 Corporates 2,869 1,431,346 3 1,434,218 Residential mortgage-backed securities — 191,720 231 191,951 Commercial mortgage-backed securities — 131,355 — 131,355 Other asset-backed securities — 81,259 501 81,760 Total available-for-sale fixed-maturity securities 2,869 2,066,031 735 2,069,635 Short Term Investments — 8,171 — 8,171 Total Available-For-Sale Securities 2,869 2,074,202 735 2,077,806 Equity securities 36,473 1,020 186 37,679 Trading securities — 13,610 — 13,610 Separate accounts — 2,195,501 — 2,195,501 Total fair value assets $39,342 $4,284,333 $921 $4,324,596 Fair value liabilities: Separate accounts $ — $2,195,501 $— $2,195,501 Total fair value liabilities $ — $2,195,501 $— $2,195,501 118 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 5 December 31, 2017 Level 1 Level 2 Level 3 Total (In thousands) Fair value assets: Available-for-sale fixed-maturity securities: U.S. government and agencies $ — $ 11,813 $— $ 11,813 Foreign government — 144,489 — 144,489 States and political subdivisions — 56,127 — 56,127 Corporates 3,240 1,373,039 3 1,376,282 Residential mortgage-backed securities — 122,544 414 122,958 Commercial mortgage-backed securities — 135,392 — 135,392 Other asset-backed securities — 80,781 — 80,781 Total available-for-sale fixed-maturity securities 3,240 1,924,185 417 1,927,842 Available-for-sale equity securities 39,026 1,931 150 41,107 Trading securities 1,428 4,800 — 6,228 Separate accounts — 2,572,872 — 2,572,872 Total fair value assets $43,694 $4,503,788 $567 $4,548,049 Fair value liabilities: Separate accounts $ — $2,572,872 $— $2,572,872 Total fair value liabilities $ — $2,572,872 $— $2,572,872 In estimating fair value of our investments, we use a third-party pricing service for approximately 94% of our securities that are measured at fair value on a recurring basis. The remaining securities are primarily thinly traded securities, such as private placements, and are valued using models based on observable inputs on public corporate spreads having similar characteristics (e.g., sector, average life and quality rating), liquidity and yield based on quality rating, average life and U.S. Treasury yields. All observable data inputs are corroborated by independent third-party data. We also corroborate pricing information provided by our third-party pricing service by performing a review of selected securities. Our review activities include obtaining detailed information about the assumptions, inputs and methodologies used in pricing the security; documenting this information; and corroborating it by comparison to independently obtained prices and or independently developed pricing methodologies. Furthermore, we perform internal reasonableness assessments on fair value determinations within our portfolio throughout the year and as of year-end, including pricing variance analyses and comparisons to alternative pricing sources and benchmark returns. If a fair value appears unusual relative to these assessments, we will re-examine the inputs and may challenge a fair value assessment made by the pricing service. If there is a known pricing error, we will request a reassessment by the pricing service. If the pricing service is unable to perform the reassessment on a timely basis, we will determine the appropriate price by requesting a reassessment from an alternative pricing service or other qualified source as necessary. We do not adjust quotes or prices except in a rare circumstance to resolve a known error. Because many fixed-maturity securities do not trade on a daily basis, third-party pricing services generally determine fair value using industry- standard methodologies, which vary by asset Primerica 2018 Annual Report 119 FINANCIAL STATEMENTS — NOTE 5 class. For corporates, governments, and agency securities, these methodologies include developing prices by incorporating available market information such as U.S. Treasury curves, benchmarking of similar securities including new issues, sector groupings, quotes from market participants and matrix pricing. Observable information is compiled and integrates relevant credit information, perceived market movements and sector news. Additionally, security prices are periodically back-tested to validate and/or refine models as conditions warrant. Market indicators and industry and economic events are also monitored as triggers to obtain additional data. For certain structured securities (such as mortgage-and asset-backed securities) with limited trading activity, third-party pricing services generally use industry-standard pricing methodologies that incorporate market information, such as index prices or discounting expected future cash flows based on underlying collateral, and quotes from market participants, to estimate fair value. If one or more of these input measures are not deemed observable for a particular security, the security will be classified as Level 3 in the fair value hierarchy. Where specific market information is unavailable for certain securities, pricing models produce estimates of fair value primarily using Level 2 inputs along with certain Level 3 inputs. These models include matrix pricing. The pricing matrix uses current U.S. Treasury rates and credit spreads received from third-party sources to estimate fair value. The credit spreads incorporate the issuer’s industry- or issuer- specific credit characteristics and the security’s time to maturity, if warranted. Remaining unpriced securities are valued using an estimate of fair value based on indicative market prices that include significant unobservable inputs not based on, nor corroborated by, market information, including the utilization of non-binding broker quotes. The roll-forward of the Level 3 assets measured at fair value on a recurring basis was as follows: Year ended December 31, 2018 2017 (In thousands) Level 3 assets, beginning of period $ 567 $ 8,162 Net unrealized gains (losses) included in other comprehensive income (8) 232 Realized gains (losses) and accretion (amortization) recognized in earnings, including OTTI 38 26 Purchases 500 — Settlements (169) (958) Transfers into Level 3 — — Transfers out of Level 3 (1)(7) (6,895) Level 3 assets, end of period $ 921 $ 567 (1)During the year ended December 31, 2017, transfers out of Level 3 assets primarily consisted of newly issued fixed-maturity securities purchased in the fourth quarter of 2016 for which observable inputs, most notably quoted prices, used to derive valuations were not yet readily available. We obtain independent pricing quotes based on observable inputs as of the end of the reporting period for all securities in Level 2. Those inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, market bids/ offers, quoted prices for similar instruments in markets that are not active, and other relevant data. We monitor these inputs for market 120 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 6 indicators, industry and economic events. There were no material transfers between Level 1 and Level 3 during the years ended December 31, 2018 and 2017. The carrying values and estimated fair values of our financial instruments were as follows: December 31, 2018 December 31, 2017 Carrying value Estimated fair value Carrying value Estimated fair value (In thousands) Assets: Fixed-maturity securities (available-for-sale) $2,069,635 $2,069,635 $1,927,842 $1,927,842 Fixed-maturity security (held-to-maturity) (3)970,390 945,331 737,150 779,472 Short-term investments (available-for-sale) 8,171 8,171 — — Equity securities (available-for-sale) — — 41,107 41,107 Equity securities 37,679 37,679 — — Trading securities 13,610 13,610 6,228 6,228 Policy loans (3)31,501 31,501 32,816 32,816 Deposit asset underlying 10% coinsurance agreement(3)228,974 228,974 217,336 217,336 Separate accounts 2,195,501 2,195,501 2,572,872 2,572,872 Liabilities: Notes payable (1) (2)$ 373,661 $ 384,909 $ 373,288 $ 400,628 Surplus note (1) (3)969,685 945,331 736,381 778,050 Separate accounts 2,195,501 2,195,501 2,572,872 2,572,872 (1) Carrying value amounts shown are net of issuance costs. (2) Classified as level 2 fair value measurement. (3) Classified as level 3 fair value measurement. The fair values of financial instruments presented above are estimates of the fair values at a specific point in time using various sources and methods, including market quotations and a complex matrix system that takes into account issuer sector, quality, and spreads in the current marketplace. Financial Instruments Recognized at Fair Value in the Balance Sheet.Estimated fair values of investments in AFS securities are principally a function of current spreads and interest rates that are corroborated by independent third-party data. Therefore, the fair values presented are indicative of amounts we could realize or settle at the respective balance sheet date. We do not necessarily intend to dispose of or liquidate such instruments prior to maturity. Trading securities and equity securities, including common and nonredeemable preferred stocks, are carried at fair value. Segregated funds in separate accounts are carried at the underlying value of the variable insurance contracts, which is fair value. The carrying amounts for cash and cash equivalents, receivables, accrued investment income, accounts payable, cash collateral and payables for security transactions approximate their fair values due to the short-term nature of these instruments. Consequently, such financial instruments are not included in the above table. (6) Reinsurance We use reinsurance extensively, which has a significant effect on our results of operations. Primerica 2018 Annual Report 121 FINANCIAL STATEMENTS — NOTE 6 Reinsurance arrangements do not relieve us of our primary obligation to the policyholder. Our reinsurance contracts typically do not have a fixed term. In general, the reinsurers’ ability to terminate coverage for existing cessions is limited to such circumstances as material breach of contract or nonpayment of premiums by the ceding company. Our reinsurance contracts generally contain provisions intended to provide the ceding company with the ability to cede future business on a basis consistent with historical terms. However, either party may terminate any of the contracts with respect to the future business upon appropriate notice to the other party. Generally, the reinsurance contracts do not limit the overall amount of the loss that can be incurred by the reinsurer. Our policy is to limit the amount of life insurance retained on the life of any one person to $1 million. To limit our exposure with any one reinsurer, we monitor the concentration of credit risk we have with our reinsurance counterparties, as well as their financial condition. No credit losses related to our reinsurance counterparties have been experienced by the Company during the three-year period ended December 31, 2018. Reinsurance recoverables represents ceded policy reserve balances and ceded claim liabilities. The amounts of ceded claim liabilities included in reinsurance recoverables that we paid and which are recoverable from those reinsurers were $24.6 million and $28.6 million as of December 31, 2018 and 2017, respectively. Benefits and claims ceded to reinsurers for 2018, 2017, and 2016 were $1,279.0 million, $1,337.3 million, and $1,205.6 million, respectively. In connection with our corporate reorganization that included an initial public offering (“IPO”) of our common stock by Citigroup, Inc. (“Citigroup”), Primerica Life, Primerica Life Canada and NBLIC entered into significant coinsurance transactions (the “IPO coinsurance agreements”) on March 30, 2010 with three insurance companies then affiliated with Citigroup (collectively, the “IPO coinsurers”). Under the IPO coinsurance agreements, we ceded between 80% and 90% of the risks and rewards of our term life insurance policies in force at year-end 2009. Because these agreements were part of a business reorganization among entities under common control, they did not generate any deferred gain or loss upon their execution. Concurrent with signing these agreements, we transferred the corresponding account balances in respect of the coinsured policies along with the assets to support the statutory liabilities assumed by the IPO coinsurers. Each of the account balances transferred were at book value with no gain or loss recorded in net income. Beginning in 2017, policies reaching the end of their initial term period are no longer ceded under the IPO coinsurance transactions, but the existing YRT reinsurance already in place prior to the IPO will continue. Three of the IPO coinsurance agreements satisfy U.S. GAAP risk transfer rules. Under these agreements, we ceded between 80% and 90% of our term life future policy benefit reserves, and we transferred a corresponding amount of assets to the IPO coinsurers. These transactions did not impact our future policy benefit reserves. As such, we have recorded an asset for the same amount of risk transferred in reinsurance recoverables. We also reduced DAC by a corresponding amount, which reduces future amortization expenses. In addition, we are transferring between 80% and 90% of all future premiums and benefits and claims associated with these policies to the corresponding reinsurance entities. We receive ongoing ceding allowances, which are reflected as a reduction to insurance expenses, to cover policy and claims administration expenses as well as certain corporate overhead charges under each of these reinsurance contracts. In a fourth IPO coinsurance agreement, (the “10% Coinsurance Agreement”), we ceded to Prime Reinsurance Company (“Prime Re”), an affiliate of Citigroup, 10% of our U.S. (except New York) term life insurance business in force at year-end 2009 subject to an experience refund provision. As the 10% Coinsurance Agreement includes an experience refund provision, it does not satisfy U.S. GAAP risk transfer rules. As a result, we have accounted for 122 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 6 this contract using deposit method accounting and have recognized a deposit asset in other assets on our consolidated balance sheets for assets backing the economic reserves. The deposit asset held in support of this agreement was $229.0 million and $217.3 million at December 31, 2018 and 2017, respectively. We make contributions to the deposit asset during the life of the agreement to fulfill our responsibility of funding the economic reserve. The market return on the deposit asset is reflected in net investment income during the life of the agreement. Prime Re is responsible for ensuring that there are sufficient assets to meet all statutory requirements. The finance charge on the statutory reserves in excess of economic reserves funded by Prime Re in support of the 10% Coinsurance Agreement is 0.5% per annum and is reflected in interest expense in our consolidated statements of income. The following table represents the Company’s in-force life insurance at December 31, 2018 and 2017: December 31, 2018 December 31, 2017 (Dollars in thousands) Direct life insurance in force $ 783,979,673 $ 767,001,938 Amounts ceded to other companies (682,708,797) (668,446,638) Net life insurance in force $ 101,270,876 $ 98,555,300 Percentage of reinsured life insurance in force 87% 87% Reinsurance recoverables includes ceded reserve balances and ceded claim liabilities. Reinsurance recoverables and financial strength ratings by reinsurer were as follows: December 31, 2018 December 31, 2017 Reinsurance recoverables A.M. Best rating Reinsurance recoverables A.M. Best rating (In thousands) Pecan Re Inc. (1)(2)$2,701,326 NR $2,725,795 NR SCOR Global Life Reinsurance Companies (3)348,109 A+ 354,458 A+ Munich Re of Malta (2)(5)276,154 NR 302,391 NR Swiss Re Life & Health America Inc. (4)234,643 A+ 245,543 A+ American Health and Life Insurance Company (2)170,628 B+ 172,956 B Munich American Reassurance Company 114,604 A+ 112,841 A+ Korean Reinsurance Company 104,101 A 102,915 A RGA Reinsurance Company 90,989 A+ 90,037 A+ Hannover Life Reassurance Company 31,729 A+ 32,250 A+ TOA Reinsurance Company 25,434 A 24,619 A All other reinsurers 43,852 — 41,368 — Reinsurance recoverables $4,141,569 $4,205,173 NR – not rated (1) Pecan Re Inc. (“Pecan Re”) is a wholly owned subsidiary of Swiss Re Life & Health America Inc. (“Swiss Re”). (2) Entity is an IPO coinsurer. Reinsurance recoverables includes balances ceded under coinsurance transactions of term life insurance policies that were in force as of December 31, 2009. Amounts shown are net of their share of the reinsurance receivable from other reinsurers. Primerica 2018 Annual Report 123 FINANCIAL STATEMENTS — NOTE 7 (3) Includes amounts ceded to Transamerica Reinsurance Companies and fully retroceded to SCOR Global Life Reinsurance Companies. (4) Includes amounts ceded to Lincoln National Life Insurance and fully retroceded to Swiss Re Life & Health America Inc. (5) Entity is rated AA- by S&P. Certain reinsurers with which we do business receive group ratings. Individually, those reinsurers are SCOR Global Life Americas Reinsurance Company, SCOR Global Life U.S.A. Reinsurance Company, SCOR Global Life Re Insurance Company of Delaware, and SCOR Global Life of Canada. The IPO coinsurance agreements include provisions to ensure that Primerica Life, Primerica Life Canada and NBLIC receive full regulatory credit for the reinsurance treaties. Under these agreements, the ceded business can be recaptured with no fee in the event the IPO reinsurers do not comply with the various safeguard provisions in their respective IPO coinsurance agreements. Pecan Re also has entered into a capital maintenance agreement requiring Swiss Re to provide additional funding, if needed, at any point during the term of the agreement up to the maximum as described in the capital maintenance agreement. (7) Deferred Policy Acquisition Costs We defer incremental direct costs of successful contract acquisitions that result directly from and are essential to the contract transaction(s) and that would not have been incurred had the contract transaction(s) not occurred. The amortization of DAC associated with term life insurance policies uses assumptions regarding persistency, expenses, interest rates and mortality consistent with the assumptions used to calculate future policy benefit reserves. These assumptions may not be modified, or unlocked, unless recoverability testing deems them to be inadequate. We update assumptions for new business to reflect the most recent experience. For DAC associated with Canadian segregated funds, the assumptions used in determining amortization expense are evaluated regularly and are updated if actual experience or other evidence suggests revisions to earlier estimates are appropriate. DAC amortization for term life insurance policies is affected by differences between the original assumptions used for persistency, expenses, interest rates and claims and actual results and are recognized in the period in which the change occurs. For policies underlying the Canadian segregated funds, gross profits and the resulting DAC amortization will vary with actual fund returns, redemptions and expenses. Due to the inherent uncertainties in making assumptions about future events, a materially different experience from expected results could result in a material increase or decrease of DAC amortization in a particular period. DAC is subject to recoverability testing annually and when impairment indicators exist. The recoverability of DAC is dependent on the future profitability of the related policies, which, in turn, is dependent principally upon mortality, persistency, investment returns, and the expense of administering the business, as well as upon certain economic variables, such as inflation. The balances and activity in DAC were as follows: Year ended December 31, 2018 2017 2016 (In thousands) DAC balance, beginning of period $1,951,892 $1,713,065 $1,500,259 Capitalization 441,874 433,575 387,396 Amortization (239,730) (209,399) (180,582) Foreign exchange translation and other (20,116) 14,651 5,992 DAC balance, end of period $2,133,920 $1,951,892 $1,713,065 124 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 8 (8) Separate Accounts The Funds primarily consist of a series of branded investment funds known as the Asset Builder Funds, a registered retirement fund known as the Strategic Retirement Income Fund (“SRIF”), and a money market fund known as the Cash Management Fund. The principal investment objective of the Asset Builder Funds is to achieve long-term growth while preserving capital. The principal objective of the SRIF is to provide a stream of investment income during retirement plus the opportunity for modest capital appreciation. The Asset Builder Funds and the SRIF use diversified portfolios of publicly-traded Canadian stocks, investment- grade corporate bonds, Government of Canada bonds, and foreign equity investments to achieve their objectives. The Cash Management Fund invests in government guaranteed short- term bonds and short-term commercial and bank papers, with the principal investment objective being the provision of interest income while maintaining liquidity and preserving capital. Under these contract offerings, benefit payments to contract holders or their designated beneficiaries are only due upon death of the annuitant or upon reaching a specific maturity date. Benefit payments are based on the value of the contract holder’s units in the portfolio at the payment date, but are guaranteed to be no less than 75% of the contract holder’s contribution, adjusted for withdrawals. Account values are not guaranteed for withdrawn units if contract holders make withdrawals prior to the maturity dates. Maturity dates for contracts investing in the Asset Builder Funds and Cash Management Fund vary by contract and range from 10 years from the contract issuance date to December 31, 2070. Contracts investing in the SRIF mature when the policyholder reaches age 100, which is a minimum of 20 years after issue. The SRIF is designed to provide periodic retirement income payments and as such, regular withdrawals, subject to legislated minimums, are anticipated. The cumulative effects of the periodic withdrawals are expected to substantially reduce both account and minimum guaranteed values prior to maturity. Both the asset and the liability for the separate accounts reflect the net value of the underlying assets in the portfolio as of the reporting date. Primerica Life Canada’s exposure to losses under the guarantee at the time of account maturity is limited to contract holder accounts that have declined in value more than 25%, adjusted for withdrawals, since the contribution date prior to maturity. Because maturity dates are of a long- term nature, the likelihood guarantee payments are required at any given point is very small. Additionally, the portfolios consist of a very large number of individual contracts, further spreading the risk related to the guarantee being exercised upon death. The length of the contract terms provides significant opportunity for the underlying portfolios to recover any short-term losses prior to maturities or deaths of the contract holders. Furthermore, the Funds’ investment allocations are aligned with the maturity risks of the related contracts and include investments in Government Strip Bonds and floating-rate notes. We periodically assess the exposure related to these contracts to determine whether any additional liability should be recorded. As of December 31, 2018 and 2017, an additional liability for these contracts was deemed to be unnecessary. Primerica 2018 Annual Report 125 FINANCIAL STATEMENTS — NOTE 9 The following table represents the fair value of assets supporting separate accounts by major investment category: Year ended December 31, 2018 2017 (In thousands) Fixed-income securities $ 996,014 $1,095,968 Equity securities 1,150,848 1,431,158 Cash and cash equivalents 50,041 47,860 Due to/from funds (1,494) (2,220) Other 92 106 Total separate accounts assets $2,195,501 $2,572,872 (9) Policy Claims and Other Benefits Payable Changes in policy claims and other benefits payable were as follows: Year ended December 31, 2018 2017 2016 (In thousands) Policy claims and other benefits payable, beginning of period $ 307,401 $ 268,136 $ 238,157 Less reinsured policy claims and other benefits payable 322,137 323,195 263,003 Net balance, beginning of period (14,736) (55,059) (24,846) Incurred related to current year 176,854 162,256 143,518 Incurred related to prior years (1)(1,355) 2,230 (522) Total incurred 175,499 164,486 142,996 Claims paid related to current year, net of reinsured policy claims received (187,453) (181,670) (203,015) Reinsured policy claims received related to prior years, net of claims paid 22,426 57,192 29,546 Total paid (165,027) (124,478) (173,469) Foreign currency translation (527) 315 260 Net balance, end of period (4,791) (14,736) (55,059) Add reinsured policy claims and other benefits payable 318,653 322,137 323,195 Balance, end of period $ 313,862 $ 307,401 $ 268,136 (1) Includes the difference between our estimate of claims incurred but not yet reported at year end and the actual incurred claims reported after year end. 126 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 10 See Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) for details regarding the accounting for policyholder liabilities. (10) Debt Notes Payable.Notes payable consisted of the following: December 31, 2018 December 31, 2017 (Dollars in thousands) 4.75% Senior Notes, due July 15, 2022 $375,000 $375,000 Unamortized issuance discount on notes payable (239) (300) Total notes payable $374,761 $374,700 At December 31, 2018, we had $375.0 million in principal amount of publicly-traded, senior unsecured notes (the “Senior Notes”). The Senior Notes were issued in 2012 at a price of 99.843% of the principal amount with an annual interest rate of 4.75%, payable semi-annually in arrears on January 15 and July 15, and are scheduled to mature on July 15, 2022. As of December 31, 2018, we were in compliance with the covenants of the Senior Notes. No events of default occurred on the Senior Notes during the year ended December 31, 2018. As unsecured senior obligations, the Senior Notes rank equally in right of payment with all existing and future unsubordinated indebtedness and senior to all existing and future subordinated indebtedness of the Parent Company. The Senior Notes are structurally subordinated in right of payment to all existing and future liabilities of our subsidiaries. In addition, the Senior Notes contain covenants that restrict our ability to, among other things, create or incur any indebtedness that is secured by a lien on the capital stock of certain of our subsidiaries, and merge, consolidate or sell all or substantially all of our properties and assets. Surplus Note.At December 31, 2018, the principal amount outstanding on the Surplus Note issued by Vidalia Re was $970.4 million, which is equal to the principal amount of the LLC Note. The principal amount of both the Surplus Note and the LLC Note will fluctuate over time to coincide with the amount of policy reserves being contractually supported under the Vidalia Re Coinsurance Agreement. Both the LLC Note and the Surplus Note mature on December 31, 2030 and bear interest at an annual interest rate of 4.50%. Based on the estimated reserves for policies issued in 2011 through 2017 that have been ceded under the Vidalia Re Coinsurance Agreement, the principal amounts of the Surplus Note and the LLC Note are expected to reach $1.5 billion each. This financing arrangement is non-recourse to the Parent Company and Primerica Life, meaning that neither of these companies has guaranteed the Surplus Note or is otherwise liable for reimbursement for any payments triggered by the LLC Note’s credit enhancement feature. The Parent Company has agreed to support Vidalia Re’s obligation to pay the credit enhancement fee incurred on the LLC Note. See Note 4 (Investments) for more information on the LLC Note. Revolving Credit Facility.We maintain an unsecured $200.0 million revolving credit facility (“Revolving Credit Facility”) with a syndicate of commercial banks that has a scheduled termination date of December 19, 2022. Amounts outstanding under the Revolving Credit Facility bear interest at a periodic rate equal to LIBOR or the base rate, plus in either case an applicable margin. The Revolving Credit Facility also permits the issuance of letters of credit. The applicable margins are based on our debt rating with such margins for LIBOR rate loans and letters of credit ranging from 1.125% to 1.625% per annum and for base rate loans ranging from 0.125% to 0.625% per annum. Under the Revolving Credit Facility, we incur a commitment fee that is payable quarterly in arrears and is determined by our debt rating. This commitment fee ranges from 0.125% to 0.225% per annum of the aggregate Primerica 2018 Annual Report 127 FINANCIAL STATEMENTS — NOTE 11 $200.0 million commitment of the lenders under the Revolving Credit Facility. As of December 31, 2018, no amounts have been drawn under the Revolving Credit Facility and we were in compliance with its covenants. Furthermore, no events of default have occurred under the Revolving Credit Facility during the year ended December 31, 2018. (11) Income Taxes On December 22, 2017 the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”) was enacted in the United States. The Tax Reform Act introduced a broad range of tax reforms affecting businesses, including corporate tax rates, business deductions, and international tax provisions. Under U.S. GAAP, the effects of new legislation are recognized upon enactment, which, for federal legislation, is the date the president signs a bill into law. Accordingly, we recognized the tax effects of the Tax Reform Act as of December 31, 2017. The SEC staff issued Staff Accounting Bulletin No. 118, which allowed companies to recognize provisional amounts for the tax effects resulting from the enactment of the Tax Reform Act for which the accounting under Accounting Standards Codification Topic 740,Income Taxes (“ASC 740”) was incomplete as of December 31, 2017 but a reasonable estimate could be determined. Adjustments to these provisional amounts were to be completed within a measurement period not to exceed one year. Amounts recognized by the Company as of December 31, 2017 represented reasonable estimates based on obtaining, preparing, and analyzing the information necessary at that time to account for the tax effects of the Tax Reform Act under ASC 740. As of December 31, 2018, we finalized our analysis of the incomplete areas and made the necessary adjustments to the provisional amounts recognized as of December 31, 2017. We identified the following updates to the areas discussed in our Annual Report on Form 10-K for the year ended December 31, 2017 that were incomplete and adjusted in 2018 when the necessary information was available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting: • The Company finalized its decision to make a policy election to account for estimated taxes in regard to global intangible low-taxed income (“GILTI”) under the provisions of the Tax Reform Act by recognizing such taxes as incurred. • We finalized the amount recognized for the one-time mandatory deemed repatriation of Canadian earnings required by the Tax Reform Act, which resulted in a $2.7 million reduction to income tax expense in 2018. As part of the finalization of the amount recognized for the one-time mandatory deemed repatriation, we identified excess foreign tax credits that could not be used to offset the mandatory deemed repatriation of foreign earnings stipulated by the Tax Reform Act of $6.1 million in addition to the provisional amount recognized as of December 31, 2017. However, the amount recognized for these foreign tax credits was fully offset by a corresponding increase to the full valuation allowance recorded for these foreign tax credits as we do not expect to be able to utilize them in the future. • We finalized the amount recognized for the timing difference for the haircut on deductibility of future policy benefit reserves prescribed in the Tax Reform Act upon the Company’s final computation as it relates to insurance contracts identified with cash value features. The adjustment did not impact the Company’s effective income tax rate or net deferred tax liability position and did not materially impact the timing of when such temporary differences are eliminated. 128 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 11 Income tax expense.Income tax expense (benefit) consists of the following: Current Deferred Total (In thousands) Year ended December 31, 2018 Federal $50,691 $ 17,399 $ 68,090 Foreign 36,028 (14,809) 21,219 State and local 2,681 — 2,681 Total tax expense $89,400 $ 2,590 $ 91,990 Year ended December 31, 2017 Federal $53,084 $(46,622) $ 6,462 Foreign 28,613 (7,166) 21,447 State and local 1,356 — 1,356 Total tax expense $83,053 $(53,788) $ 29,265 Year ended December 31, 2016 Federal $47,980 $ 50,758 $ 98,738 Foreign 23,102 (4,710) 18,392 State and local 2,783 (1,732) 1,051 Total tax expense $73,865 $ 44,316 $118,181 Effective tax rate reconciliation.Total income tax expense is different from the amount determined by multiplying income before income taxes by the U.S. statutory federal tax rate of 21% for the year ended December 31, 2018 and 35% for the years ended December 31, 2017 and 2016. The reconciliation for such difference follows: Year ended December 31, 2018 2017 2016 Amount Percentage Amount Percentage Amount Percentage (Dollars in thousands) Computed tax expense $87,378 21.0% $132,832 35.0% $118,158 35.0% Difference between foreign statutory rate and U.S. statutory rate 4,474 1.1% (6,668) (1.8)% (5,665) (1.7)% Excess tax benefits recognized on share-based compensation (3,885) (0.9)% (6,051) (1.6)% — —% Transition impact of the Tax Reform Act (2,737) (0.7)% (95,457) (25.1)% — —% Recognition of foreign tax credits (6,069) (1.5)% (40,386) (10.6)% — —% Change in valuation allowance on foreign tax credits 6,069 1.5% 40,386 10.6% — —% Other 6,760 1.6% 4,609 1.2% 5,688 1.7% Total tax expense / effective rate $91,990 22.1% $ 29,265 7.7% $118,181 35.0% Primerica 2018 Annual Report 129 FINANCIAL STATEMENTS — NOTE 11 Deferred tax assets and liabilities.The main components of deferred income tax assets and liabilities were as follows: December 31, 2018 2017 (In thousands) Deferred tax assets: Future policy benefit reserves and unpaid policy claims $ 218,461 $ 206,794 Intangibles and tax goodwill 17,115 19,436 Future deductible liabilities 13,372 10,235 State income taxes 12,755 12,521 Foreign tax credits 46,455 40,386 Other 12,653 10,145 Total deferred tax assets before valuation allowance 320,811 299,517 Valuation allowance on foreign tax credits (46,455) (40,386) Total deferred tax assets after valuation allowance $ 274,356 $ 259,131 Deferred tax liabilities: Deferred policy acquisition costs $(293,729) $(275,388) Transitional amount for future policy benefit reserves prescribed in the Tax Reform Act (17,798) (22,307) Unremitted earnings on foreign subsidiaries (4,669) (2,614) Reinsurance deposit asset (48,085) (45,641) Other (15,144) (17,139) Total deferred tax liabilities (379,425) (363,089) Net deferred tax liabilities $(105,069) $(103,958) The majority of total deferred tax assets are attributable to future policy benefit reserves and unpaid policy claims, which represents the difference between the financial statement carrying value and tax basis for liabilities related to future policy benefits. The tax basis for future policy benefit reserves and unpaid policy claims is actuarially determined in accordance with guidelines set forth in the Internal Revenue Code. The majority of total deferred tax liabilities are attributable to DAC, which represents the difference between the policy acquisition costs capitalized for U.S. GAAP purposes and those capitalized for tax purposes, as well as the difference in the resulting amortization methods. Prior to the enactment of the Tax Reform Act, deferred income tax assets and liabilities were measured using the 35% U.S. federal statutory tax rate that was expected to be applicable when those temporary differences were recognized in taxable income. The Tax Reform Act reduced the U.S. federal statutory tax rate from 35% to 21% effective January 1, 2018. The reduction in the U.S. federal statutory tax rate used to measure our net deferred tax liabilities as of the enactment date of approximately $98.5 million was recorded as a benefit to income tax expense during the year ended December 31, 2017. Deferred tax liabilities associated with net unrealized gains from our AFS investments were originally established through OCI. Under ASC 740, the remeasurement of all deferred taxes, even those associated with net unrealized gains from AFS investments, resulting from the change 130 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 11 in the statutory tax rate are recognized through income tax expense. As a result, we recognized an income tax benefit of approximately $7.8 million during the year ended December 31, 2017 to remeasure our U.S. deferred tax liabilities associated with net unrealized gains from AFS investments at the newly enacted 21% U.S. federal statutory tax rate. The stranded component, which was also equal to $7.8 million, remained in accumulated OCI as of December 31, 2017. In February 2018, the FASB issued Accounting Standards Update No. 2018-02 Income Statement – Reporting Comprehensive Income (Topic 220)- Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”). ASU 2018-02 allows for the reclassification of stranded tax effects on items resulting from the Tax Reform Act from accumulated other comprehensive income (loss) to retained earnings. We adopted the amendments in ASU 2018-02 during 2018 to reclassify the stranded tax effects from the Tax Reform Act and recorded a decrease of $7.8 million to retained earnings with a corresponding increase to accumulated other comprehensive income (loss) on January 1, 2018. The Company has state net operating losses resulting in a deferred tax asset of approximately $12.2 million, which are available for use through 2037. The Company has no other material net operating loss or credit carryforwards other than foreign tax credit carryforwards. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, carryback and carryforward periods, and tax planning strategies in making this assessment. As of December 31, 2018, management identified excess foreign tax credits of approximately $46.5 million that could not be used to offset the mandatory deemed repatriation of foreign earnings tax stipulated by the Tax Reform Act and believes it will not be able to utilize these foreign tax credits in the future. Therefore, the Company established a deferred tax asset for these foreign tax credits with a corresponding full valuation allowance. These foreign tax credits are available for use through 2027. With the exception of these foreign tax credits, management believes that it is more likely than not that the results of future operations will generate sufficient taxable income to realize its deferred tax assets. Therefore, there were no other deferred tax asset valuation allowances as of December 31, 2018 or 2017. Controlled foreign corporations. The Company has direct ownership of a group of controlled foreign corporations in Canada. During the year ended December 31, 2017, we recognized a one-time charge of approximately $3.0 million related to the mandatory deemed repatriation of foreign earnings required by the Tax Reform Act. As noted earlier, we finalized the amount recognized for the one-time mandatory deemed repatriation of Canadian earnings required by the Tax Reform Act, which resulted in a $2.7 million reduction to income tax expense in 2018. In response to the provisions of the Tax Reform Act, we have not made a permanent reinvestment assertion for any unremitted earnings in Canada; therefore, in connection with the adjustments noted in the previous paragraph, we established a deferred tax liability to account for Canadian withholding taxes that will occur upon repatriation of such earnings. Furthermore, as we no longer make a permanent reinvestment assertion for unremitted earnings in Canada, we continue to record deferred tax liabilities to account for Canadian withholding taxes as earnings are recognized. The Company has no intentions to sell or substantially liquidate our Canadian operations and, therefore, has not provided for any additional outside basis difference for the amount of book basis in excess of tax basis in its Canadian subsidiaries. In addition, it is not practicable to determine the amount of the unrecognized deferred tax liability related to any additional outside basis difference in these entities. Primerica 2018 Annual Report 131 FINANCIAL STATEMENTS — NOTE 12 Unrecognized tax benefits.The total amount of unrecognized benefits on uncertain tax positions that, if recognized, would affect our effective tax rate was approximately $13.9 million and $13.4 million as of December 31, 2018 and 2017, respectively. We recognize interest expense related to unrecognized tax benefits in tax expense net of federal income tax. The total amount of accrued interest and penalties in the consolidated balance sheets was $1.9 million as of each reporting period. Additionally, we did not recognize any interest expense related to unrecognized tax benefits in the consolidated statements of income in 2018. During 2017 and 2016, we recognized less than $0.3 million of interest expense related to unrecognized tax benefits in the consolidated statements. A reconciliation of the change in the unrecognized income tax benefit for the years ended December 31, 2018 and 2017 is as follows: December 31, 2018 2017 (In thousands) Unrecognized tax benefits, beginning of period $14,385 $14,811 Change in prior period unrecognized tax benefits (101) 91 Change in current period unrecognized tax benefits 3,105 2,855 Reductions as a result of a lapse in statute of limitations (2,216) (3,372) Unrecognized tax benefits, end of period $15,173 $14,385 We have no penalties included in calculating our provision for income taxes. There is no significant change that is reasonably possible to occur within twelve months of the reporting date. The major tax jurisdictions in which we operate are the United States and Canada. We are currently open to tax audit by the Internal Revenue Service for the year ended December 31, 2015 and thereafter for federal income tax purposes. We are currently open to audit in Canada for tax years ended December 31, 2014 and thereafter for federal and provincial income tax purposes. (12) Stockholders’ Equity A reconciliation of the number of shares of our common stock follows: Year ended December 31, 2018 2017 2016 (In thousands) Common stock, beginning of period 44,251 45,721 48,297 Shares issued for stock options exercised 33 38 148 Shares of common stock issued upon lapse of RSUs 528 504 516 Common stock retired (2,118) (2,012) (3,240) Common stock, end of period 42,694 44,251 45,721 The above reconciliation excludes RSUs and PSUs, which do not have voting rights. As sales restrictions on RSUs lapse and PSUs are earned, we issue common shares with voting rights. As of December 31, 2018, we had a total of 576,992 RSUs and 85,010 PSUs outstanding. The PSU outstanding balance is based on the targeted number of PSUs outlined in the award agreement; however, the actual number of PSUs that vest could be higher or lower based on actual versus targeted performance. See Note 14 (Share Based Transaction) for a discussion of the PSU award structure. 132 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 13 On February 6, 2018, our Board of Directors authorized a share repurchase program for up to $275.0 million of our outstanding common stock for purchases through June 30, 2019 (the “share repurchase program”). Under the share repurchase program, we repurchased 2,036,188 shares of our common stock in the open market for an aggregate purchase price of $210.1 million through December 31, 2018. Approximately $65.0 million of our outstanding common stock remains available for repurchases under the share repurchase program as of December 31, 2018. On February 7, 2019, our Board of Directors authorized a new share repurchase program for up to $275.0 million of our outstanding common stock (including $65.0 million remaining from the prior repurchase program) for purchases through June 30, 2020. (13) Earnings Per Share The Company has outstanding common stock and equity awards that consist of RSUs, PSUs and stock options. The RSUs maintain non-forfeitable dividend rights that result in dividend payment obligations on a one-to-one ratio with common shares for any future dividend declarations. Unvested RSUs are deemed participating securities for purposes of calculating EPS as they maintain dividend rights. We calculate EPS using the two-class method. Under the two-class method, we allocate earnings to common shares and vested RSUs outstanding for the period. Earnings attributable to unvested participating securities, along with the corresponding share counts, are excluded from EPS as reflected in our consolidated statements of income. In calculating basic EPS, we deduct from net income any dividends and undistributed earnings allocated to unvested RSUs and then divide the result by the weighted-average number of common shares and vested RSUs outstanding for the period. We determine the potential dilutive effect of PSUs and stock options outstanding (“contingently-issuable shares”) on EPS using the treasury-stock method. Under this method, we determine the proceeds that would be received from the issuance of the contingently- issuable shares if the end of the reporting period were the end of the contingency period. The proceeds from the contingently-issuable shares include: the remaining unrecognized compensation expense of the awards, and the cash received for the exercise price on stock options. We then use the average market price of our common shares during the period the contingently-issuable shares were outstanding to determine how many shares we could repurchase with the proceeds raised from the issuance of the contingently-issuable shares. The net incremental share count issued represents the potential dilutive securities. We then reallocate earnings to common shares and vested RSUs by incorporating the increased fully-diluted share count to determine diluted EPS. Primerica 2018 Annual Report 133 FINANCIAL STATEMENTS — NOTE 14 The calculation of basic and diluted EPS was as follows: Year ended December 31, 2018 2017 2016 (In thousands, except per-share amounts) Basic EPS: Numerator: Net income $324,094 $350,255 $219,414 Income attributable to unvested participating securities (1,893) (2,526) (1,835) Net income used in calculating basic EPS $322,201 $347,729 $217,579 Denominator: Weighted-average vested shares 43,854 45,598 47,411 Basic EPS $ 7.35 $ 7.63 $ 4.59 Diluted EPS: Numerator: Net income $324,094 $350,255 $219,414 Income attributable to unvested participating securities (1,888) (2,521) (1,833) Net income used in calculating diluted EPS $322,206 $347,734 $217,581 Denominator: Weighted-average vested shares 43,854 45,598 47,411 Dilutive effect of incremental shares to be issued for contingently-issuable shares 131 91 42 Weighted-average shares used in calculating diluted EPS 43,985 45,689 47,453 Diluted EPS $ 7.33 $ 7.61 $ 4.59 (14) Share-Based Transactions The Company has outstanding equity awards under the Primerica, Inc. Second Amended and Restated 2010 Omnibus Incentive Plan (“OIP”). The OIP provides for the issuance of equity awards, including stock options, stock appreciation rights, restricted stock, deferred stock, RSUs, PSUs, and stock payment awards, as well as cash-based awards. In addition to time- based vesting requirements, awards granted under the OIP also may be subject to specified performance criteria. Since 2010, the Company has issued equity awards to our management (officers and other key employees), non-employees who serve on our Board of Directors (“directors”), and sales force leaders under the OIP. As of December 31, 2018, we had 1.7 million shares available for future grants under this plan. Employee and Director Share-Based Compensation.As of December 31, 2018, the Company had outstanding RSUs, PSUs, and stock options issued to our management (officers and other key employees), as well as RSUs issued to our directors, under the OIP. RSUs. • RSUs granted to management have time- based vesting requirements with equal and annual graded vesting over approximately 134 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 14 three years subsequent to the grant date, but also vest upon voluntary termination of employment by any employee who is “retirement eligible” as of his or her termination date. In order to be retirement eligible, an employee must be at least 55 years old and his or her age plus years of service with the Company must equal at least 75. • RSUs granted to directors have time-based vesting requirements with equal and quarterly graded vesting over four quarters subsequent to the grant date. • In addition, certain directors elected to defer their cash and/or equity retainers into deferred RSUs, which vest immediately or, if applicable, on the dates the RSUs would have vested. All of our outstanding employee and director RSU awards are eligible for dividend equivalents regardless of vesting status. We recognized expense and tax benefit offsets as follows for employee and director RSU share- based compensation: Year ended December 31, 2018 2017 2016 (In thousands) Total equity awards expense recognized $10,684 $11,364 $11,067 Tax benefit associated with total employee and director share-based compensation 1,495 1,893 3,715 The following table summarizes employee and director RSU activity during the years ended December 31, 2018, 2017, and 2016. Shares Weighted-average measurement-date fair value per share (Shares in thousands) Unvested employee and director RSUs, December 31, 2015 390 $ 45.07 Granted 225 42.86 Forfeited — — Vested (219) 42.28 Unvested employee and director RSUs, December 31, 2016 396 45.37 Granted 130 80.33 Forfeited (1) 57.53 Vested (213) 46.54 Unvested employee and director RSUs, December 31, 2017 312 59.10 Granted 106 100.00 Forfeited — (1)82.20 Vested (186) 58.51 Unvested employee and director RSUs, December 31, 2018 232 78.22 (1) Less than 1,000 shares Primerica 2018 Annual Report 135 FINANCIAL STATEMENTS — NOTE 14 As of December 31, 2018, total compensation cost not yet recognized in our financial statements related to employee and director RSU awards with time-based vesting conditions yet to be reached was $3.3 million, and the weighted-average period over which cost will be recognized was 0.8 year. PSUs. In 2016, the Company began issuing PSUs to certain of its executive officers under the OIP as part of their annual equity compensation. PSU awards include a performance target of a specified average annual Return on Adjusted Equity (“ROAE”) for the Company over a three- year performance period, as well as a threshold ROAE and an ROAE at which the maximum number of shares can be earned. Awards cliff vest two months after the performance period ends. Depending on the ROAE achieved within the specified range, recipients may receive shares of common stock equal to between 0% and 150% of the number of PSUs granted. In addition, PSUs accrue forfeitable dividend equivalents, which are also paid out based on the number of shares earned. PSU awards provide for vesting upon the voluntary termination of employment by any employee who is “retirement eligible” as of his or her termination date. The number of shares that will be earned for a retirement-eligible employee is equal to the amount calculated using the Company’s actual average annual three-year ROAE ending on the last day of the performance period, even if that employee retires prior to the completion of the performance period. In connection with our granting of PSU awards, we recognized expense and tax benefit offsets as follows: Year ended December 31, 2018 2017 2016 (In thousands) Total employee PSU award expense $3,240 $2,761 $614 Tax benefit associated with total employee PSU award expense 191 187 215 The following table summarizes PSU activity during the years ended December 31, 2018 and 2017. Shares Weighted-average measurement-date fair value per share (Shares in thousands) Unvested employee PSUs, December 31, 2016 (1)18 $ 41.88 Granted(2)36 80.45 Forfeited — — Vested — — Unvested employee PSUs, December 31, 2017 54 67.42 Granted(3)31 100.55 Forfeited — — Vested — — Unvested employee PSUs, December 31, 2018 85 79.34 (1) The 2016 PSU awards outstanding are based on target. Based on the actual ROAE achieved within the three-year performance period ended December 31, 2018, recipients will receive 22,758 shares of common stock on the vesting date, March 1, 2019. (2) The 2017 PSU awards outstanding are based on target. Depending upon the ROAE achieved within the performance period, recipients may receive between 0 and 54,069 shares of common stock. (3) The 2018 PSU awards outstanding are based on target. Depending upon the ROAE achieved within the performance period, recipients may receive between 0 and 45,869 shares of common stock. 136 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 14 As of December 31, 2018 total unrecognized compensation related to PSU awards was $0.6 million, and the weighted-average period over which cost will be recognized was 0.9 year. Stock Options.From 2013 to 2016, the Company issued stock options to certain of its executive officers under the OIP as part of their annual equity compensation. Stock options were granted with an exercise price equal to the fair market value of our common stock on the grant date, and they expire 10 years from the date of grant. These options have time-based restrictions with equal and annual graded vesting over a three-year period. Stock options issued in 2014 through 2016 provide for such awards to vest upon the voluntary termination of employment by any employee who is “retirement eligible” as of his or her termination date. Upon retirement, employees have the lesser of three years or the remaining option term to exercise any vested options. We did not issue any stock options in 2018 or 2017. Compensation expense and related tax benefits recognized for stock option awards were as follows: Year ended December 31, 2018 2017 2016 (In thousands) Expense recognized for stock option awards $39 $162 $851 Tax benefit recognized for stock option awards 8 37 298 The following table summarizes activity related to stock options outstanding and exercisable during the years ended December 31, 2018, 2017, and 2016: Outstanding Exercisable Number of shares Weighted average exercise price Number of shares Weighted average exercise price (Shares in thousands) Outstanding at December 31, 2015 203 $41.28 35 $36.38 Granted 90 41.88 Exercised (148) 38.24 Outstanding at December 31, 2016 145 44.75 6 53.50 Granted — — Exercised (38) 43.63 Outstanding at December 31, 2017 107 45.15 32 47.26 Granted — — Exercised (33) 47.59 Outstanding at December 31, 2018 74 44.07 44 45.55 Range of granted option exercise prices outstanding at December 31, 2018 $41.20 (average term remaining — 5.1 years) 7 $41.20 7 $41.20 $53.50 (average term remaining — 6.2 years) 14 53.50 14 53.50 $41.88 (average term remaining — 7.1 years) 52 41.88 22 41.88 Primerica 2018 Annual Report 137 FINANCIAL STATEMENTS — NOTE 14 The aggregate intrinsic value represents the difference between the exercise price of our stock options and the quoted closing price of our common stock as of December 31, 2018. A summary of the intrinsic values of our stock options is as follows: December 31, 2018 (In thousands) Aggregate intrinsic value of exercisable stock options $2,294 Aggregate intrinsic value of stock options expected to vest 1,666 Aggregate intrinsic value of stock options outstanding $3,960 The intrinsic value, tax benefit realized and value of shares withheld related to option exercise activity are summarized as follows: Year ended December 31, 2018 2017 2016 (In thousands) Intrinsic value of options exercised $1,953 $1,453 $2,755 Tax benefit realized from the options exercised — 509 964 Value of issued shares withheld to satisfy option exercise price 1,562 1,673 5,509 As of December 31, 2018, there was $6 thousand of total unrecognized compensation cost related to unvested options, and the weighted-average period over which cost will be recognized was 0.1 year. Non-Employee Share-Based Compensation. Non-employee share-based transactions relate to the granting of RSUs to members of the sales force (“agent equity awards”). Agent equity awards are generally granted as a part of quarterly contests for successful life insurance policy acquisitions and for sales of investment and savings products for which the grant and the service period occur within the same calendar quarter. The following table summarizes non-employee RSU activity during the years ended December 31, 2018, 2017, and 2016. Shares Weighted-average measurement-date fair value per share (Shares in thousands) Unvested non-employee RSUs, December 31, 2015 73 $ 42.83 Granted 236 48.45 Vested (267) 44.82 Unvested non-employee RSUs, December 31, 2016 42 61.55 Granted 156 75.69 Vested (166) 68.96 Unvested non-employee RSUs, December 31, 2017 32 91.88 Granted 124 102.43 Vested (122) 101.01 Unvested non-employee RSUs, December 31, 2018 34 97.71 138 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 14 Agent equity awards vest and are measured using the fair market value at the conclusion of the quarterly contest, which is the time that performance is complete. Equity awards granted to the sales force prior to 2018 contained sales restrictions that expired over three years. Because of such sales restrictions, the fair market value of the awards incorporated an illiquidity discount reflecting the risk associated with the post-vesting restrictions. To quantify this discount for each award, we used a series of put option models with one-, two- and three-year tenors to estimate a hypothetical cost of eliminating the downside risk associated with the sale restrictions. Starting in 2018, equity awards granted under quarterly contests no longer contain sales restrictions, thereby eliminating the need to incorporate an illiquidity discount. These awards are measured using the fair value at the conclusion of the quarterly contest. Awards granted before January 2018 maintain the post-vesting sales restrictions established at the time of grant. The most significant assumptions in estimating the illiquidity discount for awards granted prior to 2018 in the put option models are the volatility assumptions. We derive volatility assumptions primarily from the historical volatility of our common stock using terms comparable to the sale restriction terms. The following table presents the assumptions used in valuing quarterly RSU granted to agents prior to 2018: Year ended December 31, 2018 2017 2016 Expected volatility n/a 18% to 34% 24% to 42% Quarterly dividends expected n/a $0.19 to $0.20 $0.17 to $0.18 Risk-free interest rates n/a Less than 3% Less than 2% To the extent that these awards are an incremental direct cost of successful acquisitions of life insurance policies that result directly from and are essential to the policy acquisition(s) and would not have been incurred had the policy acquisition(s) not occurred, we defer and amortize the fair value of the awards in the same manner as other deferred policy acquisition costs. All agent equity awards that are not directly related to the acquisition of life insurance policies are recognized as expense in the quarter granted and earned. Details on the granting and valuation of these awards were as follows: Year ended December 31, 2018 2017 2016 (Dollars in thousands, except per-share amounts) Total quarterly non-employee RSUs granted 124,471 155,996 235,735 Measurement date per-share fair value of awards $96.60 to $120.55 $67.82 to $91.88 $39.87 to $61.50 Illiquidity discounts n/a 10% 10% to 11% Quarterly incentive awards expense recognized currently $ 3,288 $ 980 $ 910 Quarterly incentive awards expense deferred 9,484 10,821 10,517 Tax benefit associated with incentive awards 2,437 2,259 3,674 As of December 31, 2018, all agent equity awards were fully vested with the exception of approximately 34 thousand shares that vested on January 1, 2019. As such, any related compensation cost not recognized as either expense or DAC in our financial statements through December 31, 2018 is immaterial. Primerica 2018 Annual Report 139 FINANCIAL STATEMENTS — NOTE 15 (15) Statutory Accounting and Dividend Restrictions U.S. Insurance Subsidiaries.Our two underwriting U.S. insurance subsidiaries are Primerica Life and NBLIC. Primerica Life wholly owns Peach Re and Vidalia Re, and ceded to each in separate coinsurance arrangements certain level-premium term life insurance policies. Our U.S. insurance subsidiaries are required to report their results of operations and financial position to state authorities on the basis of statutory accounting practices prescribed or permitted by such authorities and the National Association of Insurance Commissioners (“NAIC”), which is a comprehensive basis of accounting other than U.S. GAAP. Prescribed statutory accounting practices include a variety of publications of the NAIC, as well as state laws, regulations and general administrative rules. Permitted statutory accounting practices encompass all accounting practices not so prescribed. The Company’s principal life insurance company, Primerica Life, prepares its statutory financial statements on the basis of accounting practices prescribed or permitted by the NAIC and the Tennessee Department of Commerce and Insurance (“Tennessee DOCI”) and includes the statutory financial statements of its wholly owned insurance subsidiaries, NBLIC, Peach Re, and Vidalia Re. NBLIC’s statutory financial statements are prepared on the basis of accounting practices prescribed or permitted by the NAIC and the New York State Department of Financial Services, while the statutory financial statements of Peach Re and Vidalia Re are prepared on the basis of accounting practices prescribed or permitted by the NAIC or the Vermont Department of Financial Regulation (“Vermont DOI”). Our U.S. insurance subsidiaries’ ability to pay dividends to their parent is subject to and limited by the various laws and regulations of their respective states. There are no regulatory restrictions on the ability of the Parent Company to pay dividends (other than limitations under the Delaware General Corporation Law that provide that dividends on common stock shall be declared by the Board of Directors out of surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/ or the preceding prior fiscal year). Primerica Life’s statutory ordinary dividend capacity is based on the greater of: (1) the previous year’s statutory net gain from operations (excluding pro rata distributions of any class of the insurer’s own securities) or (2) 10% of the previous year-end statutory surplus (net of capital stock). Dividends that, together with the amount of other distributions or dividends made within the preceding 12 months, exceed this statutory limitation are referred to as extraordinary dividends and require advance notice to the Tennessee DOCI, and are subject to potential disapproval. Dividends paid from other than statutory unassigned surplus require approval of the commissioner of the Tennessee DOCI. Primerica Life’s statutory capital and surplus and statutory unassigned surplus as of December 31, 2018 and 2017 were as follows: December 31, 2018 December 31, 2017 (In thousands) Statutory capital and surplus $674,165 $598,001 Statutory unassigned surplus 176,463 50,299 Primerica Life’s statutory net gain from operations was $547.9 million, $398.8 million and $392.4 in 2018, 2017 and 2016, respectively. Primerica Life made no pro rata distributions of any class of its own securities during 2018. During 2018, Primerica Life paid ordinary dividends of $150.0 million to the Parent Company. During 2018, Primerica Life also paid an ordinary distribution of $50.0 million to the Parent Company from gross paid-in and contributed surplus. As of January 1, 2019, the amount of dividends Primerica Life could pay from statutory unassigned surplus without prior approval of the commissioner of the Tennessee DOCI was $176.5 million, which is prescribed by the amount of statutory unassigned surplus on that date. 140 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 16 Primerica Life’s investment basis in NBLIC, Peach Re, and Vidalia Re reflect their statutory capital and surplus amounts recorded in accordance with statutory accounting practices prescribed or permitted by the NAIC and/or each subsidiary’s state of domicile; New York and Vermont. Peach Re was formed as a special-purpose financial captive insurance company and, with the explicit permission of the Vermont DOI, has included the value of a letter of credit serving as collateral for its policy reserves as an admitted asset in its statutory capital and surplus. This permitted accounting practice was critical to the organization and operational plans of Peach Re and explicitly included in the licensing order issued by the Vermont DOI. The impact of this permitted practice as of December 31, 2018 was $299.6 million on Peach Re’s statutory capital and surplus. As of December 31, 2018, even if Peach Re had not been permitted to include the letter of credit as an admitted asset, Primerica Life would not have been below the minimum statutory capital and surplus level that triggers a regulatory action event. There are no other permitted accounting practices that are not encompassed in prescribed statutory accounting practices. Canadian Insurance Subsidiary.Primerica Life Canada is incorporated under the provisions of the Canada Business Corporations Act and is a domiciled Canadian Company subject to regulation under the Insurance Companies Act (Canada) by the Office of the Superintendent of Financial Institutions in Canada (“OSFI”) and by Provincial Superintendents of Financial Institutions/Insurance in those provinces in which Primerica Life Canada is licensed. The statutory financial statements of Primerica Life Canada reported to OSFI are prepared in accordance with International Financial Reporting Standards (“IFRS”). Primerica Life Canada’s capacity to pay ordinary dividends to its parent is limited by OSFI regulations to the extent that its capital exceeds internal capital targets. OSFI requires companies to set internal target levels of capital sufficient to provide for all the risks of the insurer, including risks specified in OSFI’s capital guidelines. As of December 31, 2018 and 2017, Primerica Life Canada’s statutory capital and surplus satisfied regulatory requirements and was $377.6 million and $331.3 million, respectively. In Canada, dividends can be paid subject to the paying insurance company continuing to have adequate capital and forms of liquidity as defined by OSFI following the dividend payment and upon 15 days minimum notice to OSFI. Primerica Life Canada’s dividend capacity at January 1, 2019 is estimated to be $56.6 million, which is calculated based on satisfying the Company’s internal capital targets. (16) Commitments and Contingent Liabilities Commitments.We lease office and warehouse space under various noncancellable operating lease agreements that expire through October 2030. Total minimum rent expense was $8.0 million, $7.5 million, and $7.0 million for the years ended December 31, 2018, 2017, and 2016, respectively. We had no contingent rent expense during 2018, 2017, or 2016. As of December 31, 2018, the minimum aggregate rental commitments for operating leases were as follows: December 31, 2018 (In thousands) 2019 $ 7,459 2020 7,174 2021 7,038 2022 7,120 2023 7,094 Thereafter 34,901 Total minimum rental commitments for operating leases $70,786 We also lease office equipment under various capital lease agreements. As of December 31, 2018 and 2017, the aggregate balance of our capital lease liabilities was not material. Primerica 2018 Annual Report 141 FINANCIAL STATEMENTS — NOTE 17 Letter of Credit.Peach Re maintains a Credit Facility Agreement with Deutsche Bank (the “Credit Facility Agreement”) to support certain obligations for a portion of the reserves (commonly referred to as Regulation XXX reserves) related to level premium term life insurance policies ceded to Peach Re from Primerica Life under the Peach Re Coinsurance Agreement. Under the Credit Facility Agreement, Deutsche Bank issued a letter of credit in the initial amount of $450.0 million with a term expiring on December 31, 2025 (the “LOC”) for the benefit of Primerica Life, the direct parent of Peach Re. Subject to certain conditions, the amount of the LOC periodically increased up to a maximum amount of approximately $507.0 million, which was reached in 2014. As of December 31, 2018, the amount outstanding under the LOC was $299.6 million. This amount will continue to decline over the remaining term of the LOC to correspond with declines in the Regulation XXX reserve. Pursuant to the terms of the Credit Facility Agreement, in the event amounts are drawn under the LOC by Primerica Life, Peach Re will be obligated, subject to certain limited conditions, to reimburse Deutsche Bank for the amount of any draws and interest thereon. Peach Re has collateralized its obligations to Deutsche Bank by granting it a security interest in all of its assets with the exception of amounts held in a special account established to meet minimum asset thresholds required by state regulatory authorities. As of December 31, 2018, the Company was in compliance with all financial covenants under the Credit Facility Agreement. Contingent Liabilities.The Company is involved from time to time in legal disputes, regulatory inquiries and arbitration proceedings in the normal course of business. These disputes are subject to uncertainties, including the large and/or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation. As such, the Company is unable to estimate the possible loss or range of loss that may result from these matters unless otherwise indicated. The Company is currently undergoing multi- state unclaimed property audits by 30 jurisdictions, currently focusing on the life insurance claims paying practices of its subsidiaries, Primerica Life and NBLIC. Other jurisdictions may pursue similar audits. The potential outcome of such audits is difficult to predict but could subject the Company to adverse consequences, including, but not limited to, settlement payments, additional payments to beneficiaries and additional escheatment of funds deemed abandoned under state laws. At this time, the Company cannot reasonably estimate the likelihood or the impact of additional costs or liabilities that could result from the resolution of these matters. (17) Benefit Plans We sponsor a defined contribution plan for the benefit of our employees. The expense associated with this plan was approximately $8.4 million, $7.7 million, and $7.4 million in 2018, 2017, and 2016, respectively. (18) Revenue from Contracts with Customers Our revenues from contracts with customers primarily include: • Commissions and fees earned for the marketing and distribution of investment and savings products underwritten by mutual fund companies and annuity providers. For purposes of ASC 606, mutual fund companies and annuity providers are considered the customers in marketing and distribution arrangements. • Fees earned for investment advisory and administrative services within our managed investments programs. • Account-based fees for transfer agent recordkeeping functions and non-bank custodial services. • Fees associated with the distribution of other third-party financial products. 142 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 18 • Otherrevenuefromthesaleofmiscellaneous products and services including monthly subscription fees from the sales representatives for access to Primerica Online (“POL”), our primary sales force support tool. Premiums from insurance contracts we underwrite, fees received from segregated funds insurance contracts, and income earned on our invested assets are excluded from the definition of revenues from contracts with customers in accordance with U.S. GAAP. The disaggregation of our revenues from contracts with customers were as follows: Year ended December 31, 2018 2017 2016 (In thousands) Term Life Insurance segment revenues: Other, net $ 42,374 $ 41,236 $ 36,541 Total segment revenues from contracts with customers 42,374 41,236 36,541 Revenues from sources other than contracts with customers 1,080,826 950,988 829,841 Total Term Life Insurance segment revenues $1,123,200 $992,224 $866,382 Investment and Savings Products segment revenues: Commissions and fees Sales-based revenues $ 259,991 $233,005 $227,320 Asset-based revenues 245,295 216,527 183,309 Account-based revenues 81,802 55,030 50,861 Other, net 9,631 9,555 8,836 Total segment revenues from contracts with customers 596,719 514,117 470,326 Revenues from sources other than contracts with customers (segregated funds) 58,357 58,630 54,295 Total Investment and Savings Products segment revenues $ 655,076 $572,747 $524,621 Corporate and Other Distributed Products segment revenues: Commissions and fees (1)$ 32,162 $ 28,125 $ 25,901 Other, net 4,982 5,300 5,199 Total segment revenues from contracts with customers 37,144 33,425 31,100 Revenues from sources other than contracts with customers 84,423 90,706 96,981 Total Corporate and Other Distributed Products segment revenues $ 121,567 $124,131 $128,081 (1) Commissions and fees for the year ended December 31, 2018 include $5.4 million, attributable to performance obligations satisfied in a previous reporting period and represent the collection of variable consideration in the transaction price that had been previously constrained. We recognize revenue upon the satisfaction of the related performance obligation, unless the transaction price includes variable consideration that is constrained; in such case, we recognize revenue when the uncertainty associated with the constrained amount is subsequently resolved. Variable consideration is not treated as constrained to the extent it is probable that no significant reversal in the amount of cumulative revenue recognized will occur when the uncertainty associated with the variable consideration is resolved. We have no material obligations for refunds of commission and fees on contracts with customers subsequent to completion of our performance obligation. Investment and Savings Products Marketing and Distribution Services.We receive commissions and fees from mutual fund companies and annuity providers for the marketing and distribution by the licensed sales representatives of investment and savings Primerica 2018 Annual Report 143 FINANCIAL STATEMENTS — NOTE 18 products underwritten by such companies and providers. We recognize the sales-based marketing and distribution revenue received from such companies and providers at the point in time our performance obligation to them is satisfied, which is the trade date. The sales- based commissions from mutual fund companies and annuity providers are known and are due at the same time our performance obligation to such mutual fund companies and annuity providers is satisfied. We also receive ongoing asset-based commissions from mutual fund companies and annuity providers each reporting period based on client asset values. We do not recognize revenue for asset-based marketing and distribution commissions until the end of each subsequent reporting period when the amount becomes known and due from mutual fund companies or annuity providers as this revenue represents variable consideration that is fully constrained at the point in time our distinct performance obligation to mutual fund companies and annuity providers is satisfied. We consider variable consideration in the form of asset-based marketing and distribution commissions to be fully constrained as the amounts we will be entitled to collect are highly uncertain and susceptible to factors outside of our control. Such factors include the market values of assets under management and the length of time investors hold their accounts. Asset-based marketing and distribution commissions recognized during the current period are almost exclusively attributable to distinct performance obligations satisfied to mutual fund companies and annuity providers in previous periods. The adoption of ASC 606 did not result in any changes in the timing or measurement of revenue recognition for marketing and distribution services of investment and savings products. Investment Advisory and Administrative Services.We provide investment advisory and administrative services over time to investors in the managed investments programs we offer. We recognize revenue as our performance obligation is satisfied over time for daily investment advisory and administrative services that are substantially the same and have the same pattern of delivery. Fees for these services, which are based on a percentage of client assets in managed investment programs, become known and are charged to investors during the same reporting period in which the daily investment advisory and administrative services are performed. The adoption of ASC 606 did not result in any changes in the timing or measurement of revenue recognition for investment advisory and administrative services. Account-based Services.We provide distinct transfer agent recordkeeping services for certain mutual funds we distribute and non-bank custodial services to investors purchasing investment products we distribute through qualified retirement accounts in the United States. Fees charged for these account-based services consist primarily of a stated fee for each investment position or each qualified retirement account. Generally, our performance obligation for each account-based service arrangement is satisfied over time and is substantially the same with the same pattern of delivery. We recognize revenue to which we are entitled for each investment position or each qualified account over time based on the time-based pro-rata amount earned each reporting period. The adoption of ASC 606 did not result in any changes in the timing or measurement of revenue recognition for account-based services. Distribution of Other Third-party Financial Products.We distribute various other financial products on behalf of third parties to consumers. We receive upfront commissions and/or renewal commissions from product providers for sales of other financial product sales we have arranged. We recognize revenue at the point in time our performance obligation to product providers is satisfied, which is generally on the date the financial product is purchased by the consumer from the product provider. For certain financial products, most notably prepaid legal subscriptions and auto and homeowners’ insurance referrals, we receive ongoing renewal commissions that coincide with recurring payments received by product providers from active subscribers or policyholders. Ongoing 144 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 18 renewal commissions represent variable consideration that will not be resolved until after the reporting period in which our performance obligation has been satisfied. We estimate variable consideration in the transaction price for these financial products (with the exception of miscellaneous products for which we expect nominal ongoing commissions) as the expected amount of commissions to be received over the life of the subscription or referred policy and apply a constraint so that it is probable that a subsequent change in estimate will not result in a significant revenue reversal. Management judgment primarily is required to determine the average life of a subscription or referred policy, which we establish based on historical information. We recognize variable consideration in excess of the amount constrained in subsequent reporting periods when the uncertainty is resolved and the excess amounts are due from the product providers. Prior to the adoption of ASC 606, we recognized revenue for ongoing renewal commissions associated with other third-party financial products upon receipt of the commission revenue from the product providers, which is the point in time when the amount became fixed and determinable. Revenue for Other Services.We recognize revenuefromthesaleofothermiscellaneous products and services, including monthly subscription fees from the sales representatives for access to POL, upon the transfer of the promised product or service. For POL subscriptions, we satisfy our performance obligation by providing subscribers access to the promised services over time during each monthly subscription period. Revenue recognized from the sale of other miscellaneous products and services becomes known and charged at the same time we satisfy the corresponding performance obligation. The adoption of ASC 606 did not result in any changes in the timing or measurement of revenue recognition for revenue for other services. Contract Balances.For revenue associated with ongoing renewal commissions on other distributed financial products, we record a contract asset for the amount of ongoing renewal commissions we anticipate collecting in reporting periods subsequent to the sale or referral, less amounts that are constrained in other assets. The contract asset is reduced for commissions that are billed and become due receivables from product providers during the reporting period. Activity in the contract asset account was as follows: December 31, 2018 (In thousands) Balance, beginning of period $48,533 Current period sales, net of collection of renewal commissions 1,586 Balance, at the end of period $50,119 No significant estimate adjustments were made to the contract asset and no impairment losses were recognized on the contract asset during the year ended December 31, 2018. Incremental costs to obtain or fulfill contracts, most notably sales commissions to the sales representatives, are not incurred prior to the recognition of the related revenue. Therefore, we have no assets recognized for incremental costs to obtain or fulfill contracts. Primerica 2018 Annual Report 145 FINANCIAL STATEMENTS — NOTE 19 (19) Unaudited Quarterly Financial Data In management’s opinion, the following quarterly consolidated financial information fairly presents the results of operations for such periods and is prepared on a basis consistent with our annual audited consolidated financial statements. Financial information for the quarters presented was prepared on a consolidated basis. Quarter ended March 31, 2018 Quarter ended June 30, 2018 Quarter ended September 30, 2018 Quarter ended December 31, 2018 (In thousands, except per-share amounts) Direct premiums $ 656,087 $ 667,191 $ 670,222 $ 673,605 Ceded premiums (394,249) (403,449) (391,175) (392,290) Net premiums 261,838 263,742 279,047 281,315 Commissions and fees 166,827 167,940 170,879 171,960 Net investment income 19,017 20,030 20,622 21,760 Realized investment gains (losses), including OTTI (1,656) 1,313 (126) (1,651) Other, net 13,897 14,790 14,359 13,941 Total revenues 459,923 467,815 484,781 487,325 Total benefits and expenses 376,960 354,050 373,346 379,403 Income before income taxes 82,963 113,765 111,435 107,922 Income taxes 17,248 27,065 26,296 21,381 Net income $ 65,715 $ 86,700 $ 85,139 $ 86,541 Earnings per share: Basic earnings per share $ 1.46 $ 1.96 $ 1.95 $ 1.99 Diluted earnings per share $ 1.46 $ 1.95 $ 1.94 $ 1.99 146 Freedom Lives Here ™ FINANCIAL STATEMENTS — NOTE 19 Quarter ended March 31, 2017 Quarter ended June 30, 2017 Quarter ended September 30, 2017 Quarter ended December 31, 2017 (In thousands, except per-share amounts) Direct premiums $ 627,698 $ 637,426 $ 646,079 $ 650,906 Ceded premiums (399,769) (406,043) (397,641) (397,318) Net premiums 227,929 231,383 248,438 253,588 Commissions and fees 144,268 148,317 144,627 154,105 Net investment income 19,894 19,742 19,922 19,459 Realized investment gains (losses), including OTTI 134 104 22 1,079 Other, net 12,939 14,150 14,291 14,711 Total revenues 405,164 413,696 427,300 442,942 Total benefits and expenses 330,322 317,307 327,100 334,853 Income before income taxes 74,842 96,389 100,200 108,089 Income taxes 22,772 33,282 33,565 (60,354) Net income $ 52,070 $ 63,107 $ 66,635 $ 168,443 Earnings per share: Basic earnings per share $ 1.12 $ 1.36 $ 1.46 $ 3.73 Diluted earnings per share $ 1.11 $ 1.36 $ 1.46 $ 3.72 Quarterly amounts may not agree in total to the corresponding annual amounts due to rounding. Primerica 2018 Annual Report 147 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. There have been no changes in, or disagreements with, accountants on accounting and financial disclosure matters during the years ended December 31, 2018 and 2017. ITEM 9A. CONTROLS AND PROCEDURES. Disclosure Controls and Procedures The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report (the “Evaluation Date”). Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective. Changes in Internal Control Over Financial Reporting There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management’s Annual Report On Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. With the participation of the Chief Executive Officer and the Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control — Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2018. Our independent auditor, KPMG LLP, an independent registered public accounting firm, has issued an attestation report on the effectiveness of our internal control over financial reporting. This attestation report appears below. 148 Freedom Lives Here ™ Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Primerica, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Primerica, Inc. and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control—Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control – Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes and financial statement schedules I, II, III, and IV (collectively, the “consolidated financial statements”), and our report dated February 26, 2019 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Atlanta, Georgia February 26, 2019 Primerica 2018 Annual Report 149 ITEM 9B. OTHER INFORMATION ITEM 9B. OTHER INFORMATION. Not applicable. 150 Freedom Lives Here ™ PART III Pursuant to General Instruction G to Form 10-K and as described below, portions of Items 10 through 14 of this report are incorporated by reference from the Company’s definitive Proxy Statement relating to the Company’s 2019 Annual Meeting of Stockholders (the “Proxy Statement”), which will be filed with the SEC within 120 days of December 31, 2018, pursuant to Regulation 14A under the Exchange Act. The Report of the Audit Committee of our Board of Directors and the Report of the Compensation Committee of our Board of Directors to be included in the Proxy Statement shall be deemed to be furnished in this report and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, as a result of such furnishing. Our website address is www.primerica.com. You may obtain free electronic copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports from the investors section of our website. These reports are available on our website as soon as reasonably practicable after we electronically file them with the SEC. These reports should also be available through the SEC’s website at www.sec.gov. We have adopted corporate governance guidelines. The guidelines and the charters of our board committees are available in the corporate governance subsection of the investor relations section of our website, www.primerica.com,and are also available in print upon written request to the Corporate Secretary, Primerica, Inc., 1 Primerica Parkway, Duluth, GA 30099. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. For a list of executive officers, see Part I, Item X. Executive Officers and Certain Significant Employees of the Registrant included elsewhere in this report. We have adopted a written code of conduct that applies to all directors, officers and employees, including a separate code that applies to only our principal executive officers and senior financial officers in accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and the rules of the SEC promulgated thereunder. Our Code of Conduct is available in the corporate governance subsection of the investor relations section of our website,www.primerica.com,and is available in print upon written request to the Corporate Secretary, Primerica, Inc., 1 Primerica Parkway, Duluth, GA 30099. In the event that we make changes in, or provide waivers from, the provisions of the Code of Conduct that the SEC requires us to disclose, we will disclose these events in the corporate governance section of our website. Except for the information above and the information set forth in Part I, Item X. Executive Officers and Certain Significant Employees of the Registrant, the information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference: • Matters to be Voted on — Proposal 1: Election of Directors; • Governance — Director Independence; • Governance — Code of Conduct; • Board of Directors — Board Members; • Board of Directors — Board Committees; • Board of Directors — Other Director Matters; • Stock Ownership — Section 16(a) Beneficial Ownership Reporting Compliance; • Executive Compensation — Employment Agreements; • Audit Matters — Audit Committee Report; and • Related Party Transactions. Primerica 2018 Annual Report 151 ITEM 11. EXECUTIVE COMPENSATION. ITEM 11. EXECUTIVE COMPENSATION. The information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference: • Board of Directors — Board Committees — Compensation Committee; • Board of Directors — Director Compensation; and • Executive Compensation. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. Securities Authorized for Issuance Under Equity Compensation Plans We have two compensation plans under which our equity securities are authorized for issuance. The Primerica, Inc. Second Amended and Restated 2010 Omnibus Incentive Plan was approved by our stockholders in May 2017. The Primerica, Inc. Stock Purchase Plan for Agents and Employees was approved by our sole stockholder in March 2010. The following table sets forth certain information relating to these equity compensation plans at December 31, 2018. Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance Equity compensation plans approved by stockholders: Primerica, Inc. Second Amended and Restated 2010 Omnibus Incentive Plan 424,484 (1)$44.07(2)1,715,362(3) Primerica, Inc. Stock Purchase Plan for Agents and Employees — — 1,890,957 (4) Total 424,484 $44.07 3,606,319 Equity compensation plans not approved by stockholders n/a n/a n/a (1) Consists of 265,639 and 73,835 shares to be issued in connection with unvested restricted stock units and outstanding stock options, respectively. Also includes 85,010 shares to be issued to certain executive officers in connection with outstanding performance stock units if the Company achieves the targeted level of performance specified in the award agreement over a three-year period. Based on the actual Return on Adjusted Equity achieved within the three-year performance period ended December 31, 2018, recipients of the 2016 performance-based stock units will receive 22,758 shares of common stock versus the targeted 18,385 shares on the vesting date, March 1, 2019. See Note 12 (Stockholders Equity) and Note 14 (Share-Based Transactions) to our consolidated financial statements included elsewhere in this report for more information on the equity awards outstanding. (2) Represents the weighted average exercise price of the 73,835 stock options outstanding. (3) The number of shares of our common stock available for future issuance is 12,200,000 less the cumulative number of awards granted under the plan plus the cumulative number of awards canceled under the plan. (4) Represents shares of our common stock, which have already been issued and are outstanding, available to be purchased by employees and agents under the plan. The number of outstanding shares available to be purchased is 2,500,000 less the cumulative number of outstanding shares purchased to date under the plan. 152 Freedom Lives Here ™ ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. Other information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference: • Stock Ownership — Ownership of Our Common Stock. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. The information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference: • Introductory paragraph to Governance; • Governance — Director Independence; • Board of Directors — Board Committees; and • Related Party Transactions. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. The information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference: • Matters to be Voted on — Proposal 3: Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm; • Board of Directors — Board Committees — Audit Committee; and • Audit Matters — Fees and Services of KPMG. Primerica 2018 Annual Report 153 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (a) 1. FINANCIAL STATEMENTS Included in Part II, Item 8, of this report: Primerica, Inc.: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2018 and 2017 91 Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2018 92 Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, 2018 93 Consolidated Statements of Stockholders’ Equity for each of the years in the three-year period ended December 31, 2018 94 Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2018 95 Notes to Consolidated Financial Statements 96 Unaudited Quarterly Financial Data 146 2. FINANCIAL STATEMENT SCHEDULES Included in Part IV of this report: Schedule I — Consolidated Summary of Investments — Other than Investments in Related Parties as of December 31, 2018 161 Schedule II — Condensed Financial Information of Registrant as of December 31, 2018 and 2017, and for each of the years in the three-year period ended December 31, 2018 162 Schedule III — Supplementary Insurance Information as of December 31, 2018 and 2017, and for each of the years in the three-year period ended December 31, 2018 168 Schedule IV — Reinsurance for each of the years in the three-year period ended December 31, 2018 170 3. EXHIBIT INDEX An “Exhibit Index” has been filed as part of this report beginning on the following page and is incorporated herein by reference. Schedules other than those listed above are omitted because they are not required, are not material, are not applicable, or the required information is shown in the financial statements or notes thereto. (b) Exhibit Index. The agreements included as exhibits to this report are included to provide information regarding the terms of these agreements and are not intended to provide any other factual or disclosure information about the Company or its subsidiaries, our business or the other parties to these agreements. These agreements may contain representations and warranties by each of the parties to the applicable 154 Freedom Lives Here ™ ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and: • should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; • may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; • may apply standards of materiality in a way that is different from what may be viewed as material to our investors; and • were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time, and should not be relied upon by investors. Exhibit Number Description Reference 3.1 Amended and Restated Certificate of Incorporation of the Registrant. Incorporated by reference to Exhibit 3.1 to Primerica’s Current Report on Form 8-K filed May 24, 2013 (Commission File No. 001-34680). 3.2 Amended and Restated Bylaws of the Registrant. Incorporated by reference to Exhibit 3.1 to Primerica’s Current Report on Form 8-K filed November 20, 2017 (Commission File No. 001-34680). 4.1 Indenture, dated July 16, 2012, among the Registrant and Wells Fargo Bank, National Association, as trustee. Incorporated by reference to Exhibit 4.1 to Primerica’s Current Report on Form 8-K filed July 16, 2012 (Commission File No. 001-34680). 4.2 First Supplemental Indenture, dated July 16, 2012, among the Registrant and Wells Fargo Bank, National Association, as trustee. Incorporated by reference to Exhibit 4.2 to Primerica’s Current Report on Form 8-K filed July 16, 2012 (Commission File No. 001-34680). 4.3 Form of 4.750% Senior Notes due 2022. Incorporated by reference to Exhibit 4.3 (included in Exhibit 4.2 filed herewith) to Primerica’s Current Report on Form 8-K filed July 16, 2012 (Commission File No. 001-34680). 10.1 Credit Agreement, dated as of December 19, 2017 Incorporated by reference to Exhibit 10.1 to Primerica’s Current Report on Form 8-K filed December 20, 2017 (Commission File No. 001-34680). 10.2 Tax Separation Agreement dated as of March 30, 2010 by and between the Registrant and Citigroup Inc. Incorporated by reference to Exhibit 10.3 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). Primerica 2018 Annual Report 155 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibit Number Description Reference 10.3 Amended and Restated 80% Coinsurance Agreement dated March 31, 2016 by and between Primerica Life Insurance Company and Pecan Re Inc. Incorporated by reference to Exhibit 10.2 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). 10.4 10% Coinsurance Agreement dated March 31, 2010 by and between Primerica Life Insurance Company and Prime Reinsurance Company, Inc. Incorporated by reference to Exhibit 10.6 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 10.5 Amendment No. 1 dated as of October 5, 2015 to the 10% Coinsurance Agreement dated March 31, 2010 by and between Primerica Life Insurance Company and Prime Reinsurance Company, Inc. Incorporated by reference to Exhibit 10.29 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (Commission File No. 001-34680). 10.6 Amendment No. 2 dated as of January 25, 2016 to the 10% Coinsurance Agreement dated March 31, 2010 by and between Primerica Life Insurance Company and Prime Reinsurance Company, Inc. Incorporated by reference to Exhibit 10.1 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001-34680). 10.7 Amendment No. 3 dated as of March 31, 2016 to the 10% Coinsurance Agreement dated March 31, 2010 by and between Primerica Life Insurance Company and Prime Reinsurance Company, Inc. Incorporated by reference to Exhibit 10.2 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001-34680). 10.8 Amended and Restated 80% Coinsurance Trust Agreement dated March 31, 2016 among Primerica Life Insurance Company, Pecan Re Inc. and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.7 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). 10.9 10% Coinsurance Economic Trust Agreement dated March 29, 2010 among Primerica Life Insurance Company, Prime Reinsurance Company, Inc. and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.8 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 10.10 Amendment No. 1 dated as of March 31, 2016 to the 10% Coinsurance Economic Trust Agreement dated March 29, 2010 among Prime Reinsurance Company, Inc. Primerica Life Insurance Company, and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.5 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001-34680). 10.11 10% Coinsurance Excess Trust Agreement dated March 29, 2010 among Primerica Life Insurance Company, Prime Reinsurance Company, Inc. and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.9 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 156 Freedom Lives Here ™ ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibit Number Description Reference 10.12 Amendment No. 1 dated as of March 31, 2016 to the 10% Coinsurance Excess Trust Agreement dated March 29, 2010 among Prime Reinsurance Company, Inc. Primerica Life Insurance Company, and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.6 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001-34680). 10.13 Amended and Restated Capital Maintenance Agreement dated as of March 31, 2016 by and between Citigroup Inc. and Prime Reinsurance Company, Inc. Incorporated by reference to Exhibit 10.7 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No. 001-34680). 10.14 90% Coinsurance Agreement dated March 31, 2010 by and between National Benefit Life Insurance Company and American Health and Life Insurance Company. Incorporated by reference to Exhibit 10.11 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 10.15 Trust Agreement dated March 29, 2010 among National Benefit Life Insurance Company, American Health and Life Insurance Company and The Bank of New York Mellon. Incorporated by reference to Exhibit 10.12 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 10.16 Coinsurance Agreement dated March 31, 2010 by and between Primerica Life Insurance Company of Canada and Financial Reassurance Company 2010, Ltd. (currently known as Munich Re Life Insurance Company of Vermont). Incorporated by reference to Exhibit 10.13 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). 10.17 Coinsurance Amending Agreement dated as of December 31, 2011 among Primerica Life Insurance Company and Financial Reassurance Company 2010, Ltd. Incorporated by reference to Exhibit 10.19 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). 10.18 Coinsurance Amending Agreement dated as of October 20, 2016 among Primerica Life Insurance Company, Munich Re Life Insurance Company of Vermont (formerly known as Financial Reassurance Company 2010, Ltd.) and Munich-American Holding Corporation. Incorporated by reference to Exhibit 10.20 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). 10.19 Monitoring and Reporting Agreement dated as of March 31, 2016 by and among Primerica Life Insurance Company and Pecan Re Inc. Incorporated by reference to Exhibit 10.21 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). 10.20* Primerica, Inc. Stock Purchase Plan for Agents and Employees. Incorporated by reference to Exhibit 10.45 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680). Primerica 2018 Annual Report 157 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibit Number Description Reference 10.21* Primerica, Inc. Second Amended and Restated 2010 Omnibus Incentive Plan. Incorporated by reference to Exhibit 10.26 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File No. 001-34680). 10.22* Form of Revised Primerica, Inc. Performance Stock Unit Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2016 awards). Filed with the Securities and Exchange Commission as part of this Annual Report. 10.23* Form of Revised Primerica, Inc. Performance Stock Unit Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2017 awards). Filed with the Securities and Exchange Commission as part of this Annual Report. 10.24* Form of Primerica, Inc. Performance Stock Unit Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2018 awards). Filed with the Securities and Exchange Commission as part of this Annual Report. 10.25* Form of U.S. Employee Restricted Stock Unit Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2016 awards). Incorporated by reference to Exhibit 10.29 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). 10.26* Form of U.S. Employee Restricted Stock Unit Restated Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2017 awards). Incorporated by reference to Exhibit 10.31 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File No. 001-34680). 10.27* Form of U.S. Employee Restricted Stock Unit Restated Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2018 awards). Filed with the Securities and Exchange Commission as part of this Annual Report. 10.28* Form of Restated Nonqualified Stock Option Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2014 awards). Incorporated by reference to Exhibit 10.2 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (Commission File No. 001-34680). 10.29* Form of Restated Nonqualified Stock Option Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2015 awards). Incorporated by reference to Exhibit 10.22 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 001-34680). 10.30* Form of Restated Nonqualified Stock Option Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2016 awards). Incorporated by reference to Exhibit 10.33 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File No. 001-34680). 10.31 Form of Director Restricted Stock Unit Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2017 awards). Incorporated by reference to Exhibit 10.37 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File No. 001-34680). 158 Freedom Lives Here ™ ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibit Number Description Reference 10.32 Form of Director Restricted Stock Unit Award Agreement under the Primerica, Inc. 2010 Omnibus Incentive Plan (2018 awards). Filed with the Securities and Exchange Commission as part of this Annual Report. 10.33* Form of Indemnification Agreement for Directors and Officers. Incorporated by reference to Exhibit 10.48 to Primerica’s Registration Statement on Form S-1 (File No. 333-162918). 10.34* Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Mr. Glenn J. Williams. Incorporated by reference to Exhibit 99.4 to Primerica’s Current Report on Form 8-K filed January 5, 2015 (Commission File No. 001-34680). 10.35* Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Mr. Peter W. Schneider. Incorporated by reference to Exhibit 99.5 to Primerica’s Current Report on Form 8-K filed January 5, 2015 (Commission File No. 001-34680). 10.36*Amendment dated as of November 17, 2015 to the Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Mr. Peter W. Schneider. Incorporated by reference to Exhibit 10.30 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 001-34680). 10.37* Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Ms. Alison S. Rand. Incorporated by reference to Exhibit 99.6 to Primerica’s Current Report on Form 8-K filed January 5, 2015 (Commission File No. 001-34680). 10.38*Amendment dated as of November 17, 2015 to the Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Ms. Alison S. Rand. Incorporated by reference to Exhibit 10.32 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 001-34680). 10.39* Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Mr. Gregory C. Pitts. Incorporated by reference to Exhibit 99.7 to Primerica’s Current Report on Form 8-K filed January 5, 2015 (Commission File No. 001-34680). 10.40*Amendment dated as of November 17, 2015 to the Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Mr. Gregory C. Pitts. Incorporated by reference to Exhibit 10.34 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 001-34680). 10.41 Nonemployee Directors’ Deferred Compensation Plan, effective as of January 1, 2011, adopted on November 10, 2010. Incorporated by reference to Exhibit 10.31 to Annual Report on Form 10-K for the year ended December 31, 2010 (Commission File No. 001-34680). 21.1 Subsidiaries of the Registrant. Filed with the Securities and Exchange Commission as part of this Annual Report. Primerica 2018 Annual Report 159 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibit Number Description Reference 23.1 Consent of KPMG LLP. Filed with the Securities and Exchange Commission as part of this Annual Report. 31.1 Rule 13a-14(a)/15d-14(a) Certification, executed by Glenn J. Williams, Chief Executive Officer. Filed with the Securities and Exchange Commission as part of this Annual Report. 31.2 Rule 13a-14(a)/15d-14(a) Certification, executed by Alison S. Rand, Executive Vice President and Chief Financial Officer. Filed with the Securities and Exchange Commission as part of this Annual Report. 32.1 Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350), executed by Glenn J. Williams, Chief Executive Officer, and Alison S. Rand, Executive Vice President and Chief Financial Officer. Filed with the Securities and Exchange Commission as part of this Annual Report. 101.INS XBRL Instance Document The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema 101.CAL XBRL Taxonomy Extension Calculation Linkbase 101.DEF XBRL Taxonomy Extension Definition Linkbase 101.LAB XBRL Taxonomy Extension Label Linkbase 101.PRE XBRL Taxonomy Extension Presentation Linkbase * Identifies a management contract or compensatory plan or arrangement. 160 Freedom Lives Here ™ ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (c) Financial Statement Schedules. Schedule I Consolidated Summary of Investments — Other Than Investments in Related Parties PRIMERICA, INC. December 31, 2018 Type of Investment Cost Fair value Amount at which shown in the balance sheet (In thousands) Fixed maturities: Bonds(1): United States Government and government agencies and authorities $ 218,267 $ 218,773 $ 218,773 States, municipalities and political subdivisions 59,075 60,006 60,006 Foreign governments 155,723 158,112 158,112 Public utilities — — — Convertibles and bonds with warrants attached — — — All other corporate bonds (2)2,626,797 2,588,816 2,613,875 Certificates of deposit — — — Redeemable preferred stocks 2,947 2,869 2,869 Total fixed maturities 3,062,809 3,028,576 3,053,635 Equity securities: Common stocks: Public utilities 6,469 9,491 9,491 Banks, trusts and insurance companies 20,184 18,901 18,901 Industrial, miscellaneous and all other 4,869 6,763 6,763 Nonredeemable preferred stocks 3,475 2,524 2,524 Total equity securities 34,997 37,679 37,679 Mortgage loans on real estate — — — Real estate — — — Policy loans 31,501 31,501 31,501 Other long-term investments — — — Short-term investments 8,171 8,171 8,171 Total investments $3,137,478 $3,105,927 $3,130,986 (1)Mortgage-and asset-backed securities are included in the investment types listed based on the entity-type that issued these securities. (2)The amount shown on the balance sheet does not match the amortized cost or cost or fair value for “All other corporate bonds” due to our held-to-maturity security, which is carried at cost on the balance sheet and all other fixed maturities are carried at fair value. See the report of independent registered public accounting firm. Primerica 2018 Annual Report 161 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Schedule II Condensed Financial Information of Registrant PRIMERICA, INC. (Parent Only) Condensed Balance Sheets December 31, 2018 2017 (In thousands) Assets Investments: Fixed-maturity securities available-for-sale, at fair value (amortized cost: $108,623 in 2018 and $42,812 in 2017) $ 109,415 $ 44,405 Short-term investments, at fair value (amortized cost: $8,171 in 2018 and $0 in 2017) 8,171 — Equity securities, at fair value (historical cost: $1,519 in 2018 and $0 in 2017)1,447 — Trading securities, at fair value (cost: $0 in 2018 and $1,371 in 2017) — 1,428 Total investments 119,033 45,833 Cash and cash equivalents 32,745 66,226 Due from affiliates* 2,492 3,272 Other receivables 1,086 438 Income tax receivable 3,490 — Deferred income taxes 12,151 12,151 Investment in subsidiaries* 1,678,231 1,683,149 Other assets 729 915 Total assets $1,849,957 $1,811,984 Liabilities and Stockholders’ Equity Liabilities: Notes payable $ 373,661 $ 373,288 Current income tax payable — 6,628 Deferred income taxes 6,126 4,311 Interest payable 8,214 8,214 Other liabilities 443 442 Commitments and contingent liabilities (see Note E) Total liabilities 388,444 392,883 Stockholders’ equity: Common stock ($0.01 par value; authorized 500,000 in 2018 and 2017; issued and outstanding 42,694 shares in 2018 and 44,251 shares in 2017) 427 443 Paid-in capital — — Retained earnings 1,489,520 1,375,090 Accumulated other comprehensive income, net of income tax (28,434) 43,568 Total stockholders’ equity 1,461,513 1,419,101 Total liabilities and stockholders’ equity $1,849,957 $1,811,984 * Eliminated in consolidation. See the accompanying notes to condensed financial statements. See the report of independent registered public accounting firm. 162 Freedom Lives Here ™ ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Schedule II Condensed Financial Information of Registrant PRIMERICA, INC. (Parent Only) Condensed Statements of Income Year ended December 31, 2018 2017 2016 (In thousands) Revenues: Dividends from subsidiaries* $302,932 $256,913 $189,582 Net investment income 2,306 1,484 1,695 Realized investment gains (losses), including other-than-temporary impairment losses (128) 179 1,088 Total revenues 305,110 258,576 192,365 Expenses: Interest expense 18,695 18,210 18,180 Other operating expenses 7,478 8,441 12,433 Total expenses 26,173 26,651 30,613 Income before income taxes 278,937 231,925 161,752 Income taxes (5,578) (3,756) (7,019) Income (loss) before equity in undistributed earnings of subsidiaries 284,515 235,681 168,771 Equity in undistributed earnings of subsidiaries* 39,579 114,574 50,643 Net income $324,094 $350,255 $219,414 * Eliminated in consolidation. See the accompanying notes to condensed financial statements. See the report of independent registered public accounting firm. Primerica 2018 Annual Report 163 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Schedule II Condensed Financial Information of Registrant PRIMERICA, INC. (Parent Only) Condensed Statements of Comprehensive Income Year ended December 31, 2018 2017 2016 (In thousands) Net income $324,094 $350,255 $219,414 Other comprehensive income (loss) before income taxes: Unrealized investment gains (losses): Equity in unrealized holding gains (losses) on investment securities held by subsidiaries (46,382) (3,333) 9,846 Change in unrealized holding gains/(losses) on investment securities (931) 356 2,487 Reclassification adjustment for realized investment (gains) losses included in net income 128 (179) (1,088) Foreign currency translation adjustments: Equity in unrealized foreign currency translation gains of subsidiaries (25,059) 17,383 6,689 Total other comprehensive income (loss) before income taxes (72,244) 14,227 17,934 Income tax expense (benefit) related to items of other comprehensive income (loss) (169) 257 571 Other comprehensive income (loss), net of income taxes (72,075) 13,970 17,363 Total comprehensive income $252,019 $364,225 $236,777 See the accompanying notes to condensed financial statements. See the report of independent registered public accounting firm. 164 Freedom Lives Here ™ ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Schedule II Condensed Financial Information of Registrant PRIMERICA, INC. (Parent Only) Condensed Statements of Cash Flows Year ended December 31, 2018 2017 2016 (In thousands) Cash flows from operating activities: Net income $ 324,094 $ 350,255 $ 219,414 Adjustments to reconcile net income to cash provided by (used in) operating activities: Equity in undistributed earnings of subsidiaries* (1)(44,095) (145,113) (89,820) Deferred tax provision (1,983) 2,454 167 Change in income taxes (6,151) (1,235) (523) Realized investment (gains) losses, including other-than-temporary impairments 128 (179) (1,088) Accretion and amortization of investments 103 149 (118) Share-based compensation 1,365 1,254 1,227 Change in due to/from affiliates* 780 (4,380) (2,671) Trading securities sold, matured, or called (acquired), net — (1,377) (51) Change in other operating assets and liabilities, net (120) (1,514) 555 Net cash provided by (used in) operating activities 274,121 200,314 127,092 Cash flows from investing activities: Available-for-sale investments sold, matured or called: Fixed maturity securities — sold 1,603 12,204 29,759 Fixed-maturity securities — matured or called 104,836 56,678 79,914 Equity securities — sold — 36 — Equity securities sold 150 — — Available-for-sale investments acquired: Fixed-maturity securities (1)(144,760) (23,497) (50,408) Equity securities — (40) — Short-term investments (8,169) — — Equity Securities acquired (265) — — Net cash provided by (used in) investing activities (46,605) 45,381 59,265 Cash flows from financing activities: Dividends paid (44,140) (35,821) (33,367) Common stock repurchased (210,146) (150,038) (150,057) Tax withholdings on share-based compensation (6,711) (6,734) (3,970) Payment of deferred financing costs — (868) — Net cash provided by (used) in financing activities (260,997) (193,461) (187,394) Change in cash and cash equivalents (33,481) 52,234 (1,037) Cash and cash equivalents, beginning of period 66,226 13,992 15,029 Cash and cash equivalents, end of period $ 32,745 $ 66,226 $ 13,992 Supplemental disclosures of cash flow information: Interest paid $ 18,146 $ 17,813 $ 17,813 * Eliminated in consolidation. (1)Does not include $27.6 million, $35.5 million, and $39.2 million of fixed-maturity securities transferred from subsidiaries in the form of noncash dividends for the years ended December 31, 2018, 2017 and 2016, respectively. See the accompanying notes to condensed financial statements. See the report of independent registered public accounting firm. Primerica 2018 Annual Report 165 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Schedule II Condensed Financial Information of Registrant PRIMERICA, INC. (Parent Only) Notes to Condensed Financial Statements (A) Description of Business Primerica, Inc. (“we”, “us” or the “Company”) is a holding company with our primary asset being the capital stock of our wholly owned operating subsidiaries, and our primary liability being $375.0 million in principal amount of senior unsecured notes issued in a public offering in 2012 (the “Senior Notes”). Our subsidiaries assist clients in meeting their needs for term life insurance, which our insurance subsidiaries underwrite, and mutual funds, annuities, managed investments and other financial products, which our subsidiaries distribute primarily on behalf of third parties. Our primary subsidiaries include the following entities: Primerica Financial Services, LLC, a general agency and marketing company; Primerica Life Insurance Company (“Primerica Life”), our principal life insurance company; PFS Investments Inc., an investment products company and broker-dealer; and Primerica Financial Services (Canada) Ltd., a holding company for our Canadian operations, which includes Primerica Life Insurance Company of Canada and PFSL Investments Canada Ltd. Primerica Life, domiciled in Tennessee, owns National Benefit Life Insurance Company, a New York insurance company. In addition, we established Peach Re, Inc. (“Peach Re”) and Vidalia Re, Inc. (“Vidalia Re”) as special purpose financial captive insurance companies domiciled in Vermont and wholly owned subsidiaries of Primerica Life. (B) Basis of Presentation These condensed financial statements reflect the results of operations, financial position and cash flows for the Company. We prepare our financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). These principles are established primarily by the Financial Accounting Standards Board. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect financial statement balances, revenues and expenses and cash flows, as well as the disclosure of contingent assets and liabilities. Management considers available facts and knowledge of existing circumstances when establishing the estimates included in our financial statements. The most significant item that involves a greater degree of accounting estimates subject to change in the future is the determination of our investments in subsidiaries. Estimates for this and other items are subject to change and are reassessed by management in accordance with U.S. GAAP. Actual results could differ from those estimates. The accompanying condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Primerica, Inc. and subsidiaries included in Part II, Item 8 of this report. (C) Note Payable In July 2012, we issued the Senior Notes in a public offering at a price of 99.843% of the principal amount with an annual interest rate of 4.75%, payable semi-annually in arrears on January 15 and July 15. The Senior Notes mature on July 15, 2022. As unsecured senior obligations, the Senior Notes rank equally in right of payment with all existing and future unsubordinated indebtedness and senior to all existing and future subordinated indebtedness of the Company. The Senior Notes are structurally subordinated in right of payment to all existing and future liabilities of our subsidiaries. In 166 Freedom Lives Here ™ ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES addition, the Senior Notes contain covenants that restrict our ability to, among other things, create or incur any indebtedness that is secured by a lien on the capital stock of certain of our subsidiaries, and merge, consolidate or sell all or substantially all of our properties and assets. We were in compliance with the covenants of the Senior Notes at December 31, 2018. No events of default occurred on the Senior Notes during the year ended December 31, 2018. (D) Revolving Credit Facility We maintain an unsecured $200.0 million revolving credit facility (“Revolving Credit Facility”) with a syndicate of commercial banks that has a scheduled termination date of December 19, 2022. Amounts outstanding under the Revolving Credit Facility bear interest at a periodic rate equal to LIBOR or the base rate, plus in either case an applicable margin. The Revolving Credit Facility also permits the issuance of letters of credit. The applicable margins are based on our debt rating with such margins for LIBOR rate loans and letters of credit ranging from 1.125% to 1.625% per annum and for base rate loans ranging from 0.125% to 0.625% per annum. Under the Revolving Credit Facility, we incur a commitment fee that is payable quarterly in arrears and is determined by our debt rating. This commitment fee ranges from 0.125% to 0.225% per annum of the aggregate $200.0 million commitment of the lenders under the Revolving Credit Facility. As of December 31, 2018, no amounts have been drawn under the Revolving Credit Facility and we were in compliance with its covenants. Furthermore, no events of default have occurred under the Revolving Credit Facility during the year ended December 31, 2018. (E) Dividends For the years ended December 31, 2018, 2017, and 2016, the Company received dividends from our non-life insurance subsidiaries of approximately $80.1 million, $96.0 million, and $72.5 million, respectively. For the years ended December 31, 2018, 2017, and 2016, the Company received dividends from our life insurance subsidiaries of approximately $222.8 million, $160.9 million, and $117.0 million, respectively. (F) Commitments and Contingent Liabilities Peach Re and Vidalia Re have each entered into separate coinsurance agreements with Primerica Life whereby Primerica Life has ceded certain level-premium term life insurance policies to Peach Re and Vidalia Re. In conjunction with these coinsurance agreements, we have capital maintenance agreements with both Peach Re and Vidalia Re. Each capital maintenance agreement may require us at times to make capital contributions to Peach Re and Vidalia Re to ensure that their regulatory accounts, as defined in the coinsurance agreements with Primerica Life, will not be less than $20.0 million for each financial captive insurance company. For Peach Re, the regulatory account will only be used to satisfy obligations under its coinsurance agreement after all other available assets have been used, including a letter of credit issued by Deutsche Bank for the benefit of Primerica Life. For Vidalia Re, the regulatory account will only be used to satisfy obligations under its coinsurance agreement after all other available assets have been used, including its held-to-maturity security ultimately guaranteed by Hannover Life Reassurance Company of America. The Company is involved from time to time in legal disputes, regulatory inquiries and arbitration proceedings in the normal course of business. These disputes are subject to uncertainties, including large and/or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation. As such, the Company is unable to estimate the possible loss or range of loss that may result from these matters. Primerica 2018 Annual Report 167 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Schedule III Supplementary Insurance Information PRIMERICA, INC. Deferred policy acquisition costs Future policy benefits Unearned and advance premiums Other policy benefits and claims payable Separate account liabilities (In thousands) December 31, 2018 Term Life Insurance $2,052,176 $5,963,707 $15,016 $303,866 $ — Investment and Savings Products 56,548 — — — 2,195,409 Corporate and Other Distributed Products 25,196 204,450 571 9,996 92 Total $2,133,920 $6,168,157 $15,587 $313,862 $2,195,501 December 31, 2017 Term Life Insurance $1,861,253 $5,747,317 $14,795 $299,265 $ — Investment and Savings Products 64,419 — — — 2,572,766 Corporate and Other Distributed Products 26,220 207,207 628 8,136 106 Total $1,951,892 $5,954,524 $15,423 $307,401 $2,572,872 168 Freedom Lives Here ™ ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Premium revenue Net investment income Benefits and claims Amortization of deferred policy acquisition costs Other operating expenses Premiums written (In thousands) Year ended December 31, 2018 Term Life Insurance $1,067,079 $13,747 $441,775 $228,613 $170,908 $— Investment and Savings Products — — — 9,766 471,398 — Corporate and Other Distributed Products 18,861 67,683 15,808 1,351 144,140 792 Total $1,085,940 $81,430 $457,583 $239,730 $786,446 $792 Year ended December 31, 2017 Term Life Insurance $ 941,057 $ 9,931 $398,212 $201,751 $146,604 $— Investment and Savings Products — — — 6,168 403,743 — Corporate and Other Distributed Products 20,281 69,086 17,807 1,480 133,817 821 Total $ 961,338 $79,017 $416,019 $209,399 $684,164 $821 Year ended December 31, 2016 Term Life Insurance $ 822,207 $ 7,634 $350,640 $172,812 $129,569 $— Investment and Savings Products — — — 6,148 374,117 — Corporate and Other Distributed Products 21,502 71,391 17,015 1,622 129,566 844 Total $ 843,709 $79,025 $367,655 $180,582 $633,252 $844 See the report of independent registered public accounting firm. Primerica 2018 Annual Report 169 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Schedule IV Reinsurance PRIMERICA, INC. Year ended December 31, 2018 Gross amount Ceded to other companies Assumed from other companies Net amount Percentage of amount assumed to net (Dollars in thousands) Life insurance in force $783,979,673 $682,708,797 $— $101,270,876 — % Premiums: Life insurance $ 2,665,947 $ 1,580,815 $— $ 1,085,132 — % Accident and health insurance 1,157 349 — 808 — % Total premiums $ 2,667,104 $ 1,581,164 $— $ 1,085,940 — % Year ended December 31, 2017 Gross amount Ceded to other companies Assumed from other companies Net amount Percentage of amount assumed to net (Dollars in thousands) Life insurance in force $767,001,938 $668,446,638 $— $ 98,555,300 — % Premiums: Life insurance $ 2,560,885 $ 1,600,399 $— $ 960,486 — % Accident and health insurance 1,224 372 — 852 — % Total premiums $ 2,562,109 $ 1,600,771 $— $ 961,338 — % Year ended December 31, 2016 Gross amount Ceded to other companies Assumed from other companies Net amount Percentage of amount assumed to net (Dollars in thousands) Life insurance in force $731,822,070 $643,364,460 $— $ 88,457,610 — % Premiums: Life insurance $ 2,442,968 $ 1,600,125 $— $ 842,843 — % Accident and health insurance 1,300 434 — 866 — % Total premiums $ 2,444,268 $ 1,600,559 $— $ 843,709 — % See the report of independent registered public accounting firm. 170 Freedom Lives Here ™ SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Primerica, Inc. By:/s/Alison S. Rand February 26, 2019 Alison S. Rand Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/D. Richard Williams D. Richard Williams Chairman of the Board February 26, 2019 /s/Glenn J. Williams Glenn J. Williams Chief Executive Officer (Principal Executive Officer) and Director February 26, 2019 /s/Alison S. Rand Alison S. Rand Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) February 26, 2019 /s/John A. Addison, Jr. John A. Addison, Jr. Director February 26, 2019 /s/Joel M. Babbit Joel M. Babbit Director February 26, 2019 /s/P. George Benson P. George Benson Director February 26, 2019 /s/C. Saxby Chambliss C. Saxby Chambliss Director February 26, 2019 /s/Gary L. Crittenden Gary L. Crittenden Director February 26, 2019 /s/Cynthia N. Day Cynthia N. Day Director February 26, 2019 /s/Mark Mason Mark Mason Director February 26, 2019 /s/Beatriz R. Perez Beatriz R. Perez Director February 26, 2019 /s/Barbara A. Yastine Barbara A. Yastine Director February 26, 2019 Primerica 2018 Annual Report 171 GAAP 2018 2017 Change 5 Total Revenues $1,899.8 $1,689.1 12% Net Income $324.1 $350.3 -7% Stockholders’ Equity $1,461.5 $1,419.1 3% Diluted Earnings Per Share1 $7.33 $7.61 -4% Book Value Per Share1 $34.23 $32.07 7% Term Life Net Premium $1,067.1 $941.1 13% End of Period Client Asset Value ($ in billions) $57.7 $61.2 -6% Weighted Average Shares Used to Calculate Diluted EPS 44.0 45.7 -4% Common Shares Repurchased 2.0 1.9 7% End of Period Share Count2 42.7 44.3 -4% Cash Dividends Declared Per Common Share $1.00 $0.78 28% Market Price Per Share at Year End $97.71 $101.55 -4% Total Shareholder Return -3% 48% nm Debt-to-Capital3 20.4% 20.8% nm Operating4 2018 2017 Change 5 Adjusted Operating Revenues $1,903.6 $1,687.8 13% Adjusted Net Operating Income $324.3 $253.9 28% Diluted Adjusted Operating Income Per Share1 $7.33 $5.52 33% Adjusted Net Operating Income Return 22.8% 20.6% nm on Adjusted Stockholders’ Equity 1. Percent change in per share calculations is calculated prior to rounding per share amounts. 2. Share count reflects outstanding common shares and excludes restricted stock units (RSUs) . 3. Debt-to-capital is that of the parent company only. Capital in the debt-to-capital ratio includes stockholders’ equity and the note payable. 4. A reconciliation of GAAP results to operating results can be found on our website at http://investors.primerica.com. 5. Certain variances are noted as “nm” to indicate not meaningful. FINANCIAL HIGHLIGHTS (in millions, except per share amounts) STOCKHOLDER INFORMATION Annual Meeting The annual meeting of stockholders of Primerica, Inc. will be held on Thursday, May 16, 2019 at 10:00 a.m. in the Primerica Theater located in our Corporate Office. Corporate Office Primerica, Inc. 1 Primerica Parkway Duluth, GA 30099 (770) 381-1000 www.primerica.com Investor Contact (866) 694-0420 investorrelations@primerica.com Media Contact (866) 694-0420 mediarelations@primerica.com Form 10-K Copies of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, including financial statements, are available on the Company’s Investor Relations website at http://investors.primerica.com or by written request to Investor Relations Common Stock Trading Symbol: PRI New York Stock Exchange Transfer Agent and Registrar Computershare 250 Royall Street Canton, MA 02021 Written Requests by Mail: Computershare Inc. P.O. Box 505000 Louisville, KY 40233-5000 Written Requests by Overnight Delivery: Computershare Inc. 462 South 4th Street, Suite 1600 Louisville, KY 40202 Toll Free Number: 1-866-517-2488 (US, Canada, Puerto Rico) Phone Number: 1-781-575-4223 (non-US) Stockholder Website: www.computershare.com/investor Board of Directors John A. Addison, Jr. CEO, Addison Leadership Group Joel M. Babbit Co-Founder and CEO, Narrative Content Group, LLC P. George Benson Professor of Decision Sciences and Former President, The College of Charleston C. Saxby Chambliss Partner, DLA Piper Gary L. Crittenden Private Investor Cynthia N. Day President and CEO of Citizens Bancshares Corporation and Citizens Trust Bank Mark Mason CFO, Citigroup Inc. Beatriz R. Perez SVP and Chief Communications, Public Affairs, Sustainability and Marketing Assets Officer for The Coca-Cola Company D. Richard Williams Chairman of the Board Glenn J. Williams CEO, Primerica, Inc. Barbara A. Yastine Former Chairman and CEO, Ally Bank 2018 ANNUAL REPORT © 2019 Primerica / 56218 / 3.19 / 756895 2018 PRIMERICA ANNUAL REPORT FORM ADV UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS Primary Business Name:PRIMERICA ADVISORS CRD Number: 10111 Other-Than-Annual Amendment - All Sections Rev. 10/2017 5/20/2019 12:40:31 PM WARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4. Item 1 Identifying Information Responses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration. A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC. B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A. PRIMERICA ADVISORS List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business. (2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser. C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is of your legal name or your primary business name: D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263 (2) If you report to the SEC as an exempt reporting adviser, your SEC file number: (3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number 354497 E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111 If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates. (2) If you have additional CRD Numbers, your additional CRD numbers: No Information Filed F.Principal Office and Place of Business (1)Address (do not use a P.O. Box): Number and Street 1: 1 PRIMERICA PARKWAY Number and Street 2: City: DULUTH State: Georgia Country: United States ZIP+4/Postal Code: 30099-0001 If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of your most recently completed fiscal year. (2)Days of week that you normally conduct business at your principal office and place of business: Monday - Friday Other: Normal business hours at this location: 08:30-17:30 (3)Telephone number at this location: 800-544-5445 (4)Facsimile number at this location, if any: 470-564-6222 FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completed fiscal year? 1578 G.Mailing address, if different from your principal office and place of business address: Number and Street 1:Number and Street 2: City:State:Country:ZIP+4/Postal Code: If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.: Number and Street 1:Number and Street 2: City:State:Country:ZIP+4/Postal Code: Yes No I.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)? If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms. J.Chief Compliance Officer (1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below. Name:Other titles, if any: Telephone number: Facsimile number, if any: Number and Street 1:Number and Street 2: City:State:Country:ZIP+4/Postal Code: Electronic mail (e-mail) address, if Chief Compliance Officer has one: (2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any): Name: IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide that information here. Name:Titles: Telephone number: Facsimile number, if any: Number and Street 1:Number and Street 2: City:State:Country:ZIP+4/Postal Code: Electronic mail (e-mail) address, if contact person has one: Yes No L.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office and place of business? If "yes," complete Section 1.L. of Schedule D. Yes No M.Are you registered with a foreign financial regulatory authority? Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section 1.M. of Schedule D. Yes No N.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934? Yes No O.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets: $1 billion to less than $10 billion FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion $50 billion or more For purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balance sheet for your most recent fiscal year end. P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier. SECTION 1.B. Other Business Names No Information Filed SECTION 1.F. Other Offices Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 2916 SYENE RD Number and Street 2: City: MADISON State: Wisconsin Country: United States ZIP+4/Postal Code: 53713 If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any: 8775493730 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079 How many employees perform investment advisory functions from this office location? 14 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 55 S MILLER RD. Number and Street 2: SUITE 202 City: FAIRLAWN State: Ohio Country: United States ZIP+4/Postal Code: 44333-4166 FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets usingthe total assets shown on the balance sheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entityidentifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:2916 SYENE RD Number and Street 2:City:MADISON State:Wisconsin Country:United States ZIP+4/Postal Code:53713If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any:8775493730If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:55 S MILLER RD.Number and Street 2:SUITE 202City:FAIRLAWN State:Ohio Country:United States ZIP+4/Postal Code:44333-4166 If this address is a private residence, check this box: Telephone Number: 330-836-6555 Facsimile Number, if any: 330-864-3631 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 248223 How many employees perform investment advisory functions from this office location? 14 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 955 CONEY ISLAND AVE Number and Street 2: SUITE 1-P-2 City: BROOKLYN State: New York Country: United States ZIP+4/Postal Code: 11230 If this address is a private residence, check this box: Telephone Number: 7184337155 Facsimile Number, if any: 8772808292 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491381 How many employees perform investment advisory functions from this office location? 13 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets usingthe total assets shown on the balance sheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entityidentifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:2916 SYENE RD Number and Street 2:City:MADISON State:Wisconsin Country:United States ZIP+4/Postal Code:53713If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any:8775493730If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:55 S MILLER RD.Number and Street 2:SUITE 202City:FAIRLAWN State:Ohio Country:United States ZIP+4/Postal Code:44333-4166If this address is a private residence, check this box: Telephone Number: 330-836-6555 Facsimile Number, if any:330-864-3631If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 248223How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:955 CONEY ISLAND AVE Number and Street 2:SUITE 1-P-2City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11230If this address is a private residence, check this box: Telephone Number: 7184337155 Facsimile Number, if any:8772808292If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491381How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 6827 N. HIGH ST. Number and Street 2: SUITE 221B City: WORTHINGTON State: Ohio Country: United States ZIP+4/Postal Code: 43085-2517 If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any: 614-807-0070 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 437978 How many employees perform investment advisory functions from this office location? 16 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 4500 COOPER RD. Number and Street 2: SUITE 203-4 City: CINCINNATI State: Ohio Country: United States ZIP+4/Postal Code: 45242 If this address is a private residence, check this box: Telephone Number: 5137712270 Facsimile Number, if any: 5137712270 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183472 How many employees perform investment advisory functions from this office location? 23 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets usingthe total assets shown on the balance sheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entityidentifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:2916 SYENE RD Number and Street 2:City:MADISON State:Wisconsin Country:United States ZIP+4/Postal Code:53713If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any:8775493730If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:55 S MILLER RD.Number and Street 2:SUITE 202City:FAIRLAWN State:Ohio Country:United States ZIP+4/Postal Code:44333-4166If this address is a private residence, check this box: Telephone Number: 330-836-6555 Facsimile Number, if any:330-864-3631If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 248223How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:955 CONEY ISLAND AVE Number and Street 2:SUITE 1-P-2City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11230If this address is a private residence, check this box: Telephone Number: 7184337155 Facsimile Number, if any:8772808292If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491381How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221BCity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 437978How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-4City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5137712270 Facsimile Number, if any:5137712270If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183472How many employees perform investment advisory functions from this office location? 23Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 71 S CENTRAL AVE Number and Street 2: SUITE 106 City: VALLEY STREAM State: New York Country: United States ZIP+4/Postal Code: 11580 If this address is a private residence, check this box: Telephone Number: 5168817670 Facsimile Number, if any: 5168817669 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183695 How many employees perform investment advisory functions from this office location? 14 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 820 N MAIN ST Number and Street 2: SUITE 1-A City: FINDLAY State: Ohio Country: United States ZIP+4/Postal Code: 45840 If this address is a private residence, check this box: Telephone Number: 4195810802 Facsimile Number, if any: 5675254537 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 211439 How many employees perform investment advisory functions from this office location? 15 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets usingthe total assets shown on the balance sheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entityidentifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:2916 SYENE RD Number and Street 2:City:MADISON State:Wisconsin Country:United States ZIP+4/Postal Code:53713If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any:8775493730If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:55 S MILLER RD.Number and Street 2:SUITE 202City:FAIRLAWN State:Ohio Country:United States ZIP+4/Postal Code:44333-4166If this address is a private residence, check this box: Telephone Number: 330-836-6555 Facsimile Number, if any:330-864-3631If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 248223How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:955 CONEY ISLAND AVE Number and Street 2:SUITE 1-P-2City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11230If this address is a private residence, check this box: Telephone Number: 7184337155 Facsimile Number, if any:8772808292If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491381How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221BCity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 437978How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-4City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5137712270 Facsimile Number, if any:5137712270If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183472How many employees perform investment advisory functions from this office location? 23Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:71 S CENTRAL AVE Number and Street 2:SUITE 106City:VALLEY STREAM State:New York Country:United States ZIP+4/Postal Code:11580If this address is a private residence, check this box: Telephone Number: 5168817670 Facsimile Number, if any:5168817669If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183695How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:820 N MAIN ST Number and Street 2:SUITE 1-ACity:FINDLAY State:Ohio Country:United States ZIP+4/Postal Code:45840If this address is a private residence, check this box: Telephone Number: 4195810802 Facsimile Number, if any:5675254537If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 211439How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 4500 COOPER RD. Number and Street 2: SUITE 203-5 City: CINCINNATI State: Ohio Country: United States ZIP+4/Postal Code: 45242 If this address is a private residence, check this box: Telephone Number: 5133017285 Facsimile Number, if any: 5134927681 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116753 How many employees perform investment advisory functions from this office location? 14 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 4580 SUNRISE HWY. Number and Street 2: City: OAKDALE State: New York Country: United States ZIP+4/Postal Code: 11769 If this address is a private residence, check this box: Telephone Number: 6312180100 Facsimile Number, if any: 6312184660 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183330 How many employees perform investment advisory functions from this office location? 21 FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets usingthe total assets shown on the balance sheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entityidentifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:2916 SYENE RD Number and Street 2:City:MADISON State:Wisconsin Country:United States ZIP+4/Postal Code:53713If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any:8775493730If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:55 S MILLER RD.Number and Street 2:SUITE 202City:FAIRLAWN State:Ohio Country:United States ZIP+4/Postal Code:44333-4166If this address is a private residence, check this box: Telephone Number: 330-836-6555 Facsimile Number, if any:330-864-3631If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 248223How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:955 CONEY ISLAND AVE Number and Street 2:SUITE 1-P-2City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11230If this address is a private residence, check this box: Telephone Number: 7184337155 Facsimile Number, if any:8772808292If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491381How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221BCity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 437978How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-4City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5137712270 Facsimile Number, if any:5137712270If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183472How many employees perform investment advisory functions from this office location? 23Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:71 S CENTRAL AVE Number and Street 2:SUITE 106City:VALLEY STREAM State:New York Country:United States ZIP+4/Postal Code:11580If this address is a private residence, check this box: Telephone Number: 5168817670 Facsimile Number, if any:5168817669If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183695How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:820 N MAIN ST Number and Street 2:SUITE 1-ACity:FINDLAY State:Ohio Country:United States ZIP+4/Postal Code:45840If this address is a private residence, check this box: Telephone Number: 4195810802 Facsimile Number, if any:5675254537If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 211439How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-5City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5133017285 Facsimile Number, if any:5134927681If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116753How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4580 SUNRISE HWY.Number and Street 2:City:OAKDALE State:New York Country:United States ZIP+4/Postal Code:11769If this address is a private residence, check this box: Telephone Number: 6312180100 Facsimile Number, if any:6312184660If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183330How many employees perform investment advisory functions from this office location? 21Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 466 MAIN ST. Number and Street 2: SUITE 201 City: NEW ROCHELLE State: New York Country: United States ZIP+4/Postal Code: 10801-6431 If this address is a private residence, check this box: Telephone Number: 914-236-3330 Facsimile Number, if any: 877-353-7262 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 525855 How many employees perform investment advisory functions from this office location? 17 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 13832 N 32ND STREET Number and Street 2: SUITE 224 City: PHOENIX State: Arizona Country: United States ZIP+4/Postal Code: 85032 If this address is a private residence, check this box: Telephone Number: 602-867-7993 Facsimile Number, if any: 602-867-3380 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets usingthe total assets shown on the balance sheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entityidentifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:2916 SYENE RD Number and Street 2:City:MADISON State:Wisconsin Country:United States ZIP+4/Postal Code:53713If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any:8775493730If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:55 S MILLER RD.Number and Street 2:SUITE 202City:FAIRLAWN State:Ohio Country:United States ZIP+4/Postal Code:44333-4166If this address is a private residence, check this box: Telephone Number: 330-836-6555 Facsimile Number, if any:330-864-3631If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 248223How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:955 CONEY ISLAND AVE Number and Street 2:SUITE 1-P-2City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11230If this address is a private residence, check this box: Telephone Number: 7184337155 Facsimile Number, if any:8772808292If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491381How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221BCity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 437978How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-4City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5137712270 Facsimile Number, if any:5137712270If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183472How many employees perform investment advisory functions from this office location? 23Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:71 S CENTRAL AVE Number and Street 2:SUITE 106City:VALLEY STREAM State:New York Country:United States ZIP+4/Postal Code:11580If this address is a private residence, check this box: Telephone Number: 5168817670 Facsimile Number, if any:5168817669If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183695How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:820 N MAIN ST Number and Street 2:SUITE 1-ACity:FINDLAY State:Ohio Country:United States ZIP+4/Postal Code:45840If this address is a private residence, check this box: Telephone Number: 4195810802 Facsimile Number, if any:5675254537If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 211439How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-5City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5133017285 Facsimile Number, if any:5134927681If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116753How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4580 SUNRISE HWY.Number and Street 2:City:OAKDALE State:New York Country:United States ZIP+4/Postal Code:11769If this address is a private residence, check this box: Telephone Number: 6312180100 Facsimile Number, if any:6312184660If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183330How many employees perform investment advisory functions from this office location? 21Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:466 MAIN ST.Number and Street 2:SUITE 201City:NEW ROCHELLE State:New York Country:United States ZIP+4/Postal Code:10801-6431If this address is a private residence, check this box: Telephone Number: 914-236-3330 Facsimile Number, if any:877-353-7262If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 525855How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:13832 N 32ND STREET Number and Street 2:SUITE 224City:PHOENIX State:Arizona Country:United States ZIP+4/Postal Code:85032If this address is a private residence, check this box: Telephone Number: 602-867-7993 Facsimile Number, if any:602-867-3380If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116895 How many employees perform investment advisory functions from this office location? 15 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 80 BROAD STREET Number and Street 2: FLOOR 5 City: NEW YORK State: New York Country: United States ZIP+4/Postal Code: 10004 If this address is a private residence, check this box: Telephone Number: 2125641405 Facsimile Number, if any: 8662126658 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 471196 How many employees perform investment advisory functions from this office location? 12 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 565 METRO PL Number and Street 2: SUITE 300 City: DUBLIN State: Ohio Country: United States ZIP+4/Postal Code: 43017 FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets usingthe total assets shown on the balance sheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entityidentifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:2916 SYENE RD Number and Street 2:City:MADISON State:Wisconsin Country:United States ZIP+4/Postal Code:53713If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any:8775493730If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:55 S MILLER RD.Number and Street 2:SUITE 202City:FAIRLAWN State:Ohio Country:United States ZIP+4/Postal Code:44333-4166If this address is a private residence, check this box: Telephone Number: 330-836-6555 Facsimile Number, if any:330-864-3631If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 248223How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:955 CONEY ISLAND AVE Number and Street 2:SUITE 1-P-2City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11230If this address is a private residence, check this box: Telephone Number: 7184337155 Facsimile Number, if any:8772808292If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491381How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221BCity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 437978How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-4City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5137712270 Facsimile Number, if any:5137712270If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183472How many employees perform investment advisory functions from this office location? 23Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:71 S CENTRAL AVE Number and Street 2:SUITE 106City:VALLEY STREAM State:New York Country:United States ZIP+4/Postal Code:11580If this address is a private residence, check this box: Telephone Number: 5168817670 Facsimile Number, if any:5168817669If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183695How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:820 N MAIN ST Number and Street 2:SUITE 1-ACity:FINDLAY State:Ohio Country:United States ZIP+4/Postal Code:45840If this address is a private residence, check this box: Telephone Number: 4195810802 Facsimile Number, if any:5675254537If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 211439How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-5City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5133017285 Facsimile Number, if any:5134927681If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116753How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4580 SUNRISE HWY.Number and Street 2:City:OAKDALE State:New York Country:United States ZIP+4/Postal Code:11769If this address is a private residence, check this box: Telephone Number: 6312180100 Facsimile Number, if any:6312184660If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183330How many employees perform investment advisory functions from this office location? 21Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:466 MAIN ST.Number and Street 2:SUITE 201City:NEW ROCHELLE State:New York Country:United States ZIP+4/Postal Code:10801-6431If this address is a private residence, check this box: Telephone Number: 914-236-3330 Facsimile Number, if any:877-353-7262If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 525855How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:13832 N 32ND STREET Number and Street 2:SUITE 224City:PHOENIX State:Arizona Country:United States ZIP+4/Postal Code:85032If this address is a private residence, check this box: Telephone Number: 602-867-7993 Facsimile Number, if any:602-867-3380If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116895How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:80 BROAD STREET Number and Street 2:FLOOR 5City:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10004If this address is a private residence, check this box: Telephone Number: 2125641405 Facsimile Number, if any:8662126658If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 471196How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:565 METRO PL Number and Street 2:SUITE 300City:DUBLIN State:Ohio Country:United States ZIP+4/Postal Code:43017If this address is a private residence, check this box: Telephone Number: 6146756006 Facsimile Number, if any: 8775086288 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 244024 How many employees perform investment advisory functions from this office location? 14 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS,ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS, TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 4200 S I-10 SERVICE RD W Number and Street 2: SUITE 201A City: METAIRIE State: Louisiana Country: United States ZIP+4/Postal Code: 70001 If this address is a private residence, check this box: Telephone Number: 5044540153 Facsimile Number, if any: 6017070198 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 434467 How many employees perform investment advisory functions from this office location? 13 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets usingthe total assets shown on the balance sheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entityidentifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:2916 SYENE RD Number and Street 2:City:MADISON State:Wisconsin Country:United States ZIP+4/Postal Code:53713If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any:8775493730If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:55 S MILLER RD.Number and Street 2:SUITE 202City:FAIRLAWN State:Ohio Country:United States ZIP+4/Postal Code:44333-4166If this address is a private residence, check this box: Telephone Number: 330-836-6555 Facsimile Number, if any:330-864-3631If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 248223How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:955 CONEY ISLAND AVE Number and Street 2:SUITE 1-P-2City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11230If this address is a private residence, check this box: Telephone Number: 7184337155 Facsimile Number, if any:8772808292If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491381How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221BCity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 437978How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-4City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5137712270 Facsimile Number, if any:5137712270If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183472How many employees perform investment advisory functions from this office location? 23Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:71 S CENTRAL AVE Number and Street 2:SUITE 106City:VALLEY STREAM State:New York Country:United States ZIP+4/Postal Code:11580If this address is a private residence, check this box: Telephone Number: 5168817670 Facsimile Number, if any:5168817669If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183695How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:820 N MAIN ST Number and Street 2:SUITE 1-ACity:FINDLAY State:Ohio Country:United States ZIP+4/Postal Code:45840If this address is a private residence, check this box: Telephone Number: 4195810802 Facsimile Number, if any:5675254537If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 211439How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-5City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5133017285 Facsimile Number, if any:5134927681If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116753How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4580 SUNRISE HWY.Number and Street 2:City:OAKDALE State:New York Country:United States ZIP+4/Postal Code:11769If this address is a private residence, check this box: Telephone Number: 6312180100 Facsimile Number, if any:6312184660If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183330How many employees perform investment advisory functions from this office location? 21Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:466 MAIN ST.Number and Street 2:SUITE 201City:NEW ROCHELLE State:New York Country:United States ZIP+4/Postal Code:10801-6431If this address is a private residence, check this box: Telephone Number: 914-236-3330 Facsimile Number, if any:877-353-7262If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 525855How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:13832 N 32ND STREET Number and Street 2:SUITE 224City:PHOENIX State:Arizona Country:United States ZIP+4/Postal Code:85032If this address is a private residence, check this box: Telephone Number: 602-867-7993 Facsimile Number, if any:602-867-3380If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116895How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:80 BROAD STREET Number and Street 2:FLOOR 5City:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10004If this address is a private residence, check this box: Telephone Number: 2125641405 Facsimile Number, if any:8662126658If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 471196How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:565 METRO PL Number and Street 2:SUITE 300City:DUBLIN State:Ohio Country:United States ZIP+4/Postal Code:43017If this address is a private residence, check this box: Telephone Number: 6146756006 Facsimile Number, if any:8775086288If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 244024How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS,ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS, TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4200 S I-10 SERVICE RD W Number and Street 2:SUITE 201ACity:METAIRIE State:Louisiana Country:United States ZIP+4/Postal Code:70001If this address is a private residence, check this box: Telephone Number: 5044540153 Facsimile Number, if any:6017070198If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 434467How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 6319 FLY ROAD Number and Street 2: SUITE 101 City: EAST SYRACUSE State: New York Country: United States ZIP+4/Postal Code: 13057 If this address is a private residence, check this box: Telephone Number: (315) 295-0656 Facsimile Number, if any: 315-295-0657 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183694 How many employees perform investment advisory functions from this office location? 15 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 3035 S ELLSWORTH Number and Street 2: SUITE 146 City: MESA State: Arizona Country: United States ZIP+4/Postal Code: 85212 If this address is a private residence, check this box: Telephone Number: 4808885769 Facsimile Number, if any: 8885021670 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 416537 How many employees perform investment advisory functions from this office location? 12 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets usingthe total assets shown on the balance sheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entityidentifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:2916 SYENE RD Number and Street 2:City:MADISON State:Wisconsin Country:United States ZIP+4/Postal Code:53713If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any:8775493730If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:55 S MILLER RD.Number and Street 2:SUITE 202City:FAIRLAWN State:Ohio Country:United States ZIP+4/Postal Code:44333-4166If this address is a private residence, check this box: Telephone Number: 330-836-6555 Facsimile Number, if any:330-864-3631If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 248223How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:955 CONEY ISLAND AVE Number and Street 2:SUITE 1-P-2City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11230If this address is a private residence, check this box: Telephone Number: 7184337155 Facsimile Number, if any:8772808292If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491381How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221BCity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 437978How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-4City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5137712270 Facsimile Number, if any:5137712270If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183472How many employees perform investment advisory functions from this office location? 23Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:71 S CENTRAL AVE Number and Street 2:SUITE 106City:VALLEY STREAM State:New York Country:United States ZIP+4/Postal Code:11580If this address is a private residence, check this box: Telephone Number: 5168817670 Facsimile Number, if any:5168817669If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183695How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:820 N MAIN ST Number and Street 2:SUITE 1-ACity:FINDLAY State:Ohio Country:United States ZIP+4/Postal Code:45840If this address is a private residence, check this box: Telephone Number: 4195810802 Facsimile Number, if any:5675254537If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 211439How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-5City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5133017285 Facsimile Number, if any:5134927681If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116753How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4580 SUNRISE HWY.Number and Street 2:City:OAKDALE State:New York Country:United States ZIP+4/Postal Code:11769If this address is a private residence, check this box: Telephone Number: 6312180100 Facsimile Number, if any:6312184660If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183330How many employees perform investment advisory functions from this office location? 21Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:466 MAIN ST.Number and Street 2:SUITE 201City:NEW ROCHELLE State:New York Country:United States ZIP+4/Postal Code:10801-6431If this address is a private residence, check this box: Telephone Number: 914-236-3330 Facsimile Number, if any:877-353-7262If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 525855How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:13832 N 32ND STREET Number and Street 2:SUITE 224City:PHOENIX State:Arizona Country:United States ZIP+4/Postal Code:85032If this address is a private residence, check this box: Telephone Number: 602-867-7993 Facsimile Number, if any:602-867-3380If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116895How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:80 BROAD STREET Number and Street 2:FLOOR 5City:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10004If this address is a private residence, check this box: Telephone Number: 2125641405 Facsimile Number, if any:8662126658If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 471196How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:565 METRO PL Number and Street 2:SUITE 300City:DUBLIN State:Ohio Country:United States ZIP+4/Postal Code:43017If this address is a private residence, check this box: Telephone Number: 6146756006 Facsimile Number, if any:8775086288If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 244024How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS,ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS, TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4200 S I-10 SERVICE RD W Number and Street 2:SUITE 201ACity:METAIRIE State:Louisiana Country:United States ZIP+4/Postal Code:70001If this address is a private residence, check this box: Telephone Number: 5044540153 Facsimile Number, if any:6017070198If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 434467How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6319 FLY ROAD Number and Street 2:SUITE 101City:EAST SYRACUSE State:New York Country:United States ZIP+4/Postal Code:13057If this address is a private residence, check this box: Telephone Number: (315) 295-0656 Facsimile Number, if any:315-295-0657If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183694How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:3035 S ELLSWORTH Number and Street 2:SUITE 146City:MESA State:Arizona Country:United States ZIP+4/Postal Code:85212If this address is a private residence, check this box: Telephone Number: 4808885769 Facsimile Number, if any:8885021670If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 416537How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 8220 WASHINGTON VILLAGE DR. Number and Street 2: City: CENTERVILLE State: Ohio Country: United States ZIP+4/Postal Code: 45458-1850 If this address is a private residence, check this box: Telephone Number: 937-312-1786 Facsimile Number, if any: 937-312-1796 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183609 How many employees perform investment advisory functions from this office location? 16 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 6 BERKSHIRE BLVD Number and Street 2: SUITE 307 City: BETHEL State: Connecticut Country: United States ZIP+4/Postal Code: 06801 If this address is a private residence, check this box: Telephone Number: 2037407563 Facsimile Number, if any: 2037755052 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183384 How many employees perform investment advisory functions from this office location? 13 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets usingthe total assets shown on the balance sheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entityidentifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:2916 SYENE RD Number and Street 2:City:MADISON State:Wisconsin Country:United States ZIP+4/Postal Code:53713If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any:8775493730If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:55 S MILLER RD.Number and Street 2:SUITE 202City:FAIRLAWN State:Ohio Country:United States ZIP+4/Postal Code:44333-4166If this address is a private residence, check this box: Telephone Number: 330-836-6555 Facsimile Number, if any:330-864-3631If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 248223How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:955 CONEY ISLAND AVE Number and Street 2:SUITE 1-P-2City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11230If this address is a private residence, check this box: Telephone Number: 7184337155 Facsimile Number, if any:8772808292If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491381How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221BCity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 437978How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-4City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5137712270 Facsimile Number, if any:5137712270If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183472How many employees perform investment advisory functions from this office location? 23Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:71 S CENTRAL AVE Number and Street 2:SUITE 106City:VALLEY STREAM State:New York Country:United States ZIP+4/Postal Code:11580If this address is a private residence, check this box: Telephone Number: 5168817670 Facsimile Number, if any:5168817669If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183695How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:820 N MAIN ST Number and Street 2:SUITE 1-ACity:FINDLAY State:Ohio Country:United States ZIP+4/Postal Code:45840If this address is a private residence, check this box: Telephone Number: 4195810802 Facsimile Number, if any:5675254537If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 211439How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-5City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5133017285 Facsimile Number, if any:5134927681If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116753How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4580 SUNRISE HWY.Number and Street 2:City:OAKDALE State:New York Country:United States ZIP+4/Postal Code:11769If this address is a private residence, check this box: Telephone Number: 6312180100 Facsimile Number, if any:6312184660If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183330How many employees perform investment advisory functions from this office location? 21Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:466 MAIN ST.Number and Street 2:SUITE 201City:NEW ROCHELLE State:New York Country:United States ZIP+4/Postal Code:10801-6431If this address is a private residence, check this box: Telephone Number: 914-236-3330 Facsimile Number, if any:877-353-7262If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 525855How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:13832 N 32ND STREET Number and Street 2:SUITE 224City:PHOENIX State:Arizona Country:United States ZIP+4/Postal Code:85032If this address is a private residence, check this box: Telephone Number: 602-867-7993 Facsimile Number, if any:602-867-3380If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116895How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:80 BROAD STREET Number and Street 2:FLOOR 5City:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10004If this address is a private residence, check this box: Telephone Number: 2125641405 Facsimile Number, if any:8662126658If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 471196How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:565 METRO PL Number and Street 2:SUITE 300City:DUBLIN State:Ohio Country:United States ZIP+4/Postal Code:43017If this address is a private residence, check this box: Telephone Number: 6146756006 Facsimile Number, if any:8775086288If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 244024How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS,ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS, TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4200 S I-10 SERVICE RD W Number and Street 2:SUITE 201ACity:METAIRIE State:Louisiana Country:United States ZIP+4/Postal Code:70001If this address is a private residence, check this box: Telephone Number: 5044540153 Facsimile Number, if any:6017070198If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 434467How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6319 FLY ROAD Number and Street 2:SUITE 101City:EAST SYRACUSE State:New York Country:United States ZIP+4/Postal Code:13057If this address is a private residence, check this box: Telephone Number: (315) 295-0656 Facsimile Number, if any:315-295-0657If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183694How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:3035 S ELLSWORTH Number and Street 2:SUITE 146City:MESA State:Arizona Country:United States ZIP+4/Postal Code:85212If this address is a private residence, check this box: Telephone Number: 4808885769 Facsimile Number, if any:8885021670If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 416537How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:8220 WASHINGTON VILLAGE DR.Number and Street 2:City:CENTERVILLE State:Ohio Country:United States ZIP+4/Postal Code:45458-1850If this address is a private residence, check this box: Telephone Number: 937-312-1786 Facsimile Number, if any:937-312-1796If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183609How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6 BERKSHIRE BLVD Number and Street 2:SUITE 307City:BETHEL State:Connecticut Country:United States ZIP+4/Postal Code:06801If this address is a private residence, check this box: Telephone Number: 2037407563 Facsimile Number, if any:2037755052If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183384How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 6912 SPRING VALLEY DRIVE Number and Street 2: City: HOLLAND State: Ohio Country: United States ZIP+4/Postal Code: 43528 If this address is a private residence, check this box: Telephone Number: 4198650608 Facsimile Number, if any: 4198650414 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270675 How many employees perform investment advisory functions from this office location? 24 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALE OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 258 USHERS RD Number and Street 2: SUITE 202 City: CLIFTON PARK State: New York Country: United States ZIP+4/Postal Code: 12065 If this address is a private residence, check this box: Telephone Number: 5189520077 Facsimile Number, if any: 8882904240 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 473685 How many employees perform investment advisory functions from this office location? 17 Are other business activities conducted at this office location? (check all that apply) FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets usingthe total assets shown on the balance sheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entityidentifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:2916 SYENE RD Number and Street 2:City:MADISON State:Wisconsin Country:United States ZIP+4/Postal Code:53713If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any:8775493730If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:55 S MILLER RD.Number and Street 2:SUITE 202City:FAIRLAWN State:Ohio Country:United States ZIP+4/Postal Code:44333-4166If this address is a private residence, check this box: Telephone Number: 330-836-6555 Facsimile Number, if any:330-864-3631If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 248223How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:955 CONEY ISLAND AVE Number and Street 2:SUITE 1-P-2City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11230If this address is a private residence, check this box: Telephone Number: 7184337155 Facsimile Number, if any:8772808292If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491381How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221BCity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 437978How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-4City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5137712270 Facsimile Number, if any:5137712270If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183472How many employees perform investment advisory functions from this office location? 23Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:71 S CENTRAL AVE Number and Street 2:SUITE 106City:VALLEY STREAM State:New York Country:United States ZIP+4/Postal Code:11580If this address is a private residence, check this box: Telephone Number: 5168817670 Facsimile Number, if any:5168817669If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183695How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:820 N MAIN ST Number and Street 2:SUITE 1-ACity:FINDLAY State:Ohio Country:United States ZIP+4/Postal Code:45840If this address is a private residence, check this box: Telephone Number: 4195810802 Facsimile Number, if any:5675254537If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 211439How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-5City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5133017285 Facsimile Number, if any:5134927681If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116753How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4580 SUNRISE HWY.Number and Street 2:City:OAKDALE State:New York Country:United States ZIP+4/Postal Code:11769If this address is a private residence, check this box: Telephone Number: 6312180100 Facsimile Number, if any:6312184660If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183330How many employees perform investment advisory functions from this office location? 21Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:466 MAIN ST.Number and Street 2:SUITE 201City:NEW ROCHELLE State:New York Country:United States ZIP+4/Postal Code:10801-6431If this address is a private residence, check this box: Telephone Number: 914-236-3330 Facsimile Number, if any:877-353-7262If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 525855How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:13832 N 32ND STREET Number and Street 2:SUITE 224City:PHOENIX State:Arizona Country:United States ZIP+4/Postal Code:85032If this address is a private residence, check this box: Telephone Number: 602-867-7993 Facsimile Number, if any:602-867-3380If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116895How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:80 BROAD STREET Number and Street 2:FLOOR 5City:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10004If this address is a private residence, check this box: Telephone Number: 2125641405 Facsimile Number, if any:8662126658If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 471196How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:565 METRO PL Number and Street 2:SUITE 300City:DUBLIN State:Ohio Country:United States ZIP+4/Postal Code:43017If this address is a private residence, check this box: Telephone Number: 6146756006 Facsimile Number, if any:8775086288If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 244024How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS,ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS, TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4200 S I-10 SERVICE RD W Number and Street 2:SUITE 201ACity:METAIRIE State:Louisiana Country:United States ZIP+4/Postal Code:70001If this address is a private residence, check this box: Telephone Number: 5044540153 Facsimile Number, if any:6017070198If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 434467How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6319 FLY ROAD Number and Street 2:SUITE 101City:EAST SYRACUSE State:New York Country:United States ZIP+4/Postal Code:13057If this address is a private residence, check this box: Telephone Number: (315) 295-0656 Facsimile Number, if any:315-295-0657If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183694How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:3035 S ELLSWORTH Number and Street 2:SUITE 146City:MESA State:Arizona Country:United States ZIP+4/Postal Code:85212If this address is a private residence, check this box: Telephone Number: 4808885769 Facsimile Number, if any:8885021670If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 416537How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:8220 WASHINGTON VILLAGE DR.Number and Street 2:City:CENTERVILLE State:Ohio Country:United States ZIP+4/Postal Code:45458-1850If this address is a private residence, check this box: Telephone Number: 937-312-1786 Facsimile Number, if any:937-312-1796If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183609How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6 BERKSHIRE BLVD Number and Street 2:SUITE 307City:BETHEL State:Connecticut Country:United States ZIP+4/Postal Code:06801If this address is a private residence, check this box: Telephone Number: 2037407563 Facsimile Number, if any:2037755052If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183384How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6912 SPRING VALLEY DRIVE Number and Street 2:City:HOLLAND State:Ohio Country:United States ZIP+4/Postal Code:43528If this address is a private residence, check this box: Telephone Number: 4198650608 Facsimile Number, if any:4198650414If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270675How many employees perform investment advisory functions from this office location? 24Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALE OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:258 USHERS RD Number and Street 2:SUITE 202City:CLIFTON PARK State:New York Country:United States ZIP+4/Postal Code:12065If this address is a private residence, check this box: Telephone Number: 5189520077 Facsimile Number, if any:8882904240If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 473685How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 6827 N. HIGH ST. Number and Street 2: SUITE 221A City: WORTHINGTON State: Ohio Country: United States ZIP+4/Postal Code: 43085-2517 If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any: 614-807-0070 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 243564 How many employees perform investment advisory functions from this office location? 18 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 303 N. GLENOAKS BLVD. Number and Street 2: SUITE M-195 City: BURBANK State: California Country: United States ZIP+4/Postal Code: 91502-1116 If this address is a private residence, check this box: Telephone Number: 818-841-0992 Facsimile Number, if any: 818-841-1684 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets usingthe total assets shown on the balance sheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entityidentifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:2916 SYENE RD Number and Street 2:City:MADISON State:Wisconsin Country:United States ZIP+4/Postal Code:53713If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any:8775493730If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:55 S MILLER RD.Number and Street 2:SUITE 202City:FAIRLAWN State:Ohio Country:United States ZIP+4/Postal Code:44333-4166If this address is a private residence, check this box: Telephone Number: 330-836-6555 Facsimile Number, if any:330-864-3631If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 248223How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:955 CONEY ISLAND AVE Number and Street 2:SUITE 1-P-2City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11230If this address is a private residence, check this box: Telephone Number: 7184337155 Facsimile Number, if any:8772808292If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491381How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221BCity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 437978How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-4City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5137712270 Facsimile Number, if any:5137712270If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183472How many employees perform investment advisory functions from this office location? 23Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:71 S CENTRAL AVE Number and Street 2:SUITE 106City:VALLEY STREAM State:New York Country:United States ZIP+4/Postal Code:11580If this address is a private residence, check this box: Telephone Number: 5168817670 Facsimile Number, if any:5168817669If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183695How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:820 N MAIN ST Number and Street 2:SUITE 1-ACity:FINDLAY State:Ohio Country:United States ZIP+4/Postal Code:45840If this address is a private residence, check this box: Telephone Number: 4195810802 Facsimile Number, if any:5675254537If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 211439How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-5City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5133017285 Facsimile Number, if any:5134927681If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116753How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4580 SUNRISE HWY.Number and Street 2:City:OAKDALE State:New York Country:United States ZIP+4/Postal Code:11769If this address is a private residence, check this box: Telephone Number: 6312180100 Facsimile Number, if any:6312184660If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183330How many employees perform investment advisory functions from this office location? 21Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:466 MAIN ST.Number and Street 2:SUITE 201City:NEW ROCHELLE State:New York Country:United States ZIP+4/Postal Code:10801-6431If this address is a private residence, check this box: Telephone Number: 914-236-3330 Facsimile Number, if any:877-353-7262If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 525855How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:13832 N 32ND STREET Number and Street 2:SUITE 224City:PHOENIX State:Arizona Country:United States ZIP+4/Postal Code:85032If this address is a private residence, check this box: Telephone Number: 602-867-7993 Facsimile Number, if any:602-867-3380If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116895How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:80 BROAD STREET Number and Street 2:FLOOR 5City:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10004If this address is a private residence, check this box: Telephone Number: 2125641405 Facsimile Number, if any:8662126658If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 471196How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:565 METRO PL Number and Street 2:SUITE 300City:DUBLIN State:Ohio Country:United States ZIP+4/Postal Code:43017If this address is a private residence, check this box: Telephone Number: 6146756006 Facsimile Number, if any:8775086288If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 244024How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS,ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS, TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4200 S I-10 SERVICE RD W Number and Street 2:SUITE 201ACity:METAIRIE State:Louisiana Country:United States ZIP+4/Postal Code:70001If this address is a private residence, check this box: Telephone Number: 5044540153 Facsimile Number, if any:6017070198If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 434467How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6319 FLY ROAD Number and Street 2:SUITE 101City:EAST SYRACUSE State:New York Country:United States ZIP+4/Postal Code:13057If this address is a private residence, check this box: Telephone Number: (315) 295-0656 Facsimile Number, if any:315-295-0657If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183694How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:3035 S ELLSWORTH Number and Street 2:SUITE 146City:MESA State:Arizona Country:United States ZIP+4/Postal Code:85212If this address is a private residence, check this box: Telephone Number: 4808885769 Facsimile Number, if any:8885021670If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 416537How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:8220 WASHINGTON VILLAGE DR.Number and Street 2:City:CENTERVILLE State:Ohio Country:United States ZIP+4/Postal Code:45458-1850If this address is a private residence, check this box: Telephone Number: 937-312-1786 Facsimile Number, if any:937-312-1796If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183609How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6 BERKSHIRE BLVD Number and Street 2:SUITE 307City:BETHEL State:Connecticut Country:United States ZIP+4/Postal Code:06801If this address is a private residence, check this box: Telephone Number: 2037407563 Facsimile Number, if any:2037755052If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183384How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6912 SPRING VALLEY DRIVE Number and Street 2:City:HOLLAND State:Ohio Country:United States ZIP+4/Postal Code:43528If this address is a private residence, check this box: Telephone Number: 4198650608 Facsimile Number, if any:4198650414If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270675How many employees perform investment advisory functions from this office location? 24Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALE OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:258 USHERS RD Number and Street 2:SUITE 202City:CLIFTON PARK State:New York Country:United States ZIP+4/Postal Code:12065If this address is a private residence, check this box: Telephone Number: 5189520077 Facsimile Number, if any:8882904240If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 473685How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221ACity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 243564How many employees perform investment advisory functions from this office location? 18Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:303 N. GLENOAKS BLVD.Number and Street 2:SUITE M-195City:BURBANK State:California Country:United States ZIP+4/Postal Code:91502-1116If this address is a private residence, check this box: Telephone Number: 818-841-0992 Facsimile Number, if any:818-841-1684If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116583 How many employees perform investment advisory functions from this office location? 19 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 5502 AVENUE N Number and Street 2: City: BROOKLYN State: New York Country: United States ZIP+4/Postal Code: 11234-4006 If this address is a private residence, check this box: Telephone Number: 718-832-5616 Facsimile Number, if any: 866-212-6656 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183425 How many employees perform investment advisory functions from this office location? 15 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 87-10 NORTHERN BLVD. Number and Street 2: SUITE 201-A City: JACKSON HEIGHTS State: New York Country: United States ZIP+4/Postal Code: 11372 If this address is a private residence, check this box: FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets usingthe total assets shown on the balance sheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entityidentifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:2916 SYENE RD Number and Street 2:City:MADISON State:Wisconsin Country:United States ZIP+4/Postal Code:53713If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any:8775493730If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:55 S MILLER RD.Number and Street 2:SUITE 202City:FAIRLAWN State:Ohio Country:United States ZIP+4/Postal Code:44333-4166If this address is a private residence, check this box: Telephone Number: 330-836-6555 Facsimile Number, if any:330-864-3631If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 248223How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:955 CONEY ISLAND AVE Number and Street 2:SUITE 1-P-2City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11230If this address is a private residence, check this box: Telephone Number: 7184337155 Facsimile Number, if any:8772808292If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491381How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221BCity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 437978How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-4City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5137712270 Facsimile Number, if any:5137712270If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183472How many employees perform investment advisory functions from this office location? 23Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:71 S CENTRAL AVE Number and Street 2:SUITE 106City:VALLEY STREAM State:New York Country:United States ZIP+4/Postal Code:11580If this address is a private residence, check this box: Telephone Number: 5168817670 Facsimile Number, if any:5168817669If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183695How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:820 N MAIN ST Number and Street 2:SUITE 1-ACity:FINDLAY State:Ohio Country:United States ZIP+4/Postal Code:45840If this address is a private residence, check this box: Telephone Number: 4195810802 Facsimile Number, if any:5675254537If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 211439How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-5City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5133017285 Facsimile Number, if any:5134927681If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116753How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4580 SUNRISE HWY.Number and Street 2:City:OAKDALE State:New York Country:United States ZIP+4/Postal Code:11769If this address is a private residence, check this box: Telephone Number: 6312180100 Facsimile Number, if any:6312184660If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183330How many employees perform investment advisory functions from this office location? 21Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:466 MAIN ST.Number and Street 2:SUITE 201City:NEW ROCHELLE State:New York Country:United States ZIP+4/Postal Code:10801-6431If this address is a private residence, check this box: Telephone Number: 914-236-3330 Facsimile Number, if any:877-353-7262If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 525855How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:13832 N 32ND STREET Number and Street 2:SUITE 224City:PHOENIX State:Arizona Country:United States ZIP+4/Postal Code:85032If this address is a private residence, check this box: Telephone Number: 602-867-7993 Facsimile Number, if any:602-867-3380If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116895How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:80 BROAD STREET Number and Street 2:FLOOR 5City:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10004If this address is a private residence, check this box: Telephone Number: 2125641405 Facsimile Number, if any:8662126658If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 471196How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:565 METRO PL Number and Street 2:SUITE 300City:DUBLIN State:Ohio Country:United States ZIP+4/Postal Code:43017If this address is a private residence, check this box: Telephone Number: 6146756006 Facsimile Number, if any:8775086288If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 244024How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS,ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS, TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4200 S I-10 SERVICE RD W Number and Street 2:SUITE 201ACity:METAIRIE State:Louisiana Country:United States ZIP+4/Postal Code:70001If this address is a private residence, check this box: Telephone Number: 5044540153 Facsimile Number, if any:6017070198If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 434467How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6319 FLY ROAD Number and Street 2:SUITE 101City:EAST SYRACUSE State:New York Country:United States ZIP+4/Postal Code:13057If this address is a private residence, check this box: Telephone Number: (315) 295-0656 Facsimile Number, if any:315-295-0657If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183694How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:3035 S ELLSWORTH Number and Street 2:SUITE 146City:MESA State:Arizona Country:United States ZIP+4/Postal Code:85212If this address is a private residence, check this box: Telephone Number: 4808885769 Facsimile Number, if any:8885021670If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 416537How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:8220 WASHINGTON VILLAGE DR.Number and Street 2:City:CENTERVILLE State:Ohio Country:United States ZIP+4/Postal Code:45458-1850If this address is a private residence, check this box: Telephone Number: 937-312-1786 Facsimile Number, if any:937-312-1796If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183609How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6 BERKSHIRE BLVD Number and Street 2:SUITE 307City:BETHEL State:Connecticut Country:United States ZIP+4/Postal Code:06801If this address is a private residence, check this box: Telephone Number: 2037407563 Facsimile Number, if any:2037755052If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183384How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6912 SPRING VALLEY DRIVE Number and Street 2:City:HOLLAND State:Ohio Country:United States ZIP+4/Postal Code:43528If this address is a private residence, check this box: Telephone Number: 4198650608 Facsimile Number, if any:4198650414If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270675How many employees perform investment advisory functions from this office location? 24Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALE OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:258 USHERS RD Number and Street 2:SUITE 202City:CLIFTON PARK State:New York Country:United States ZIP+4/Postal Code:12065If this address is a private residence, check this box: Telephone Number: 5189520077 Facsimile Number, if any:8882904240If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 473685How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221ACity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 243564How many employees perform investment advisory functions from this office location? 18Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:303 N. GLENOAKS BLVD.Number and Street 2:SUITE M-195City:BURBANK State:California Country:United States ZIP+4/Postal Code:91502-1116If this address is a private residence, check this box: Telephone Number: 818-841-0992 Facsimile Number, if any:818-841-1684If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116583How many employees perform investment advisory functions from this office location? 19Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:5502 AVENUE N Number and Street 2:City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11234-4006If this address is a private residence, check this box: Telephone Number: 718-832-5616 Facsimile Number, if any:866-212-6656If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183425How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:87-10 NORTHERN BLVD.Number and Street 2:SUITE 201-ACity:JACKSON HEIGHTS State:New York Country:United States ZIP+4/Postal Code:11372If this address is a private residence, check this box: Telephone Number: 7185655090 Facsimile Number, if any: 8885492878 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 444220 How many employees perform investment advisory functions from this office location? 15 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 469 7TH AVE Number and Street 2: 12TH FLOOR - SUITE 1256B City: NEW YORK State: New York Country: United States ZIP+4/Postal Code: 10018 If this address is a private residence, check this box: Telephone Number: 2126298682 Facsimile Number, if any: 8884655715 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 325437 How many employees perform investment advisory functions from this office location? 14 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCE SECTION 1.I. Website Addresses List your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/or LinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform. FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets usingthe total assets shown on the balance sheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entityidentifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:2916 SYENE RD Number and Street 2:City:MADISON State:Wisconsin Country:United States ZIP+4/Postal Code:53713If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any:8775493730If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:55 S MILLER RD.Number and Street 2:SUITE 202City:FAIRLAWN State:Ohio Country:United States ZIP+4/Postal Code:44333-4166If this address is a private residence, check this box: Telephone Number: 330-836-6555 Facsimile Number, if any:330-864-3631If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 248223How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:955 CONEY ISLAND AVE Number and Street 2:SUITE 1-P-2City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11230If this address is a private residence, check this box: Telephone Number: 7184337155 Facsimile Number, if any:8772808292If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491381How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221BCity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 437978How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-4City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5137712270 Facsimile Number, if any:5137712270If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183472How many employees perform investment advisory functions from this office location? 23Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:71 S CENTRAL AVE Number and Street 2:SUITE 106City:VALLEY STREAM State:New York Country:United States ZIP+4/Postal Code:11580If this address is a private residence, check this box: Telephone Number: 5168817670 Facsimile Number, if any:5168817669If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183695How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:820 N MAIN ST Number and Street 2:SUITE 1-ACity:FINDLAY State:Ohio Country:United States ZIP+4/Postal Code:45840If this address is a private residence, check this box: Telephone Number: 4195810802 Facsimile Number, if any:5675254537If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 211439How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-5City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5133017285 Facsimile Number, if any:5134927681If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116753How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4580 SUNRISE HWY.Number and Street 2:City:OAKDALE State:New York Country:United States ZIP+4/Postal Code:11769If this address is a private residence, check this box: Telephone Number: 6312180100 Facsimile Number, if any:6312184660If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183330How many employees perform investment advisory functions from this office location? 21Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:466 MAIN ST.Number and Street 2:SUITE 201City:NEW ROCHELLE State:New York Country:United States ZIP+4/Postal Code:10801-6431If this address is a private residence, check this box: Telephone Number: 914-236-3330 Facsimile Number, if any:877-353-7262If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 525855How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:13832 N 32ND STREET Number and Street 2:SUITE 224City:PHOENIX State:Arizona Country:United States ZIP+4/Postal Code:85032If this address is a private residence, check this box: Telephone Number: 602-867-7993 Facsimile Number, if any:602-867-3380If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116895How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:80 BROAD STREET Number and Street 2:FLOOR 5City:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10004If this address is a private residence, check this box: Telephone Number: 2125641405 Facsimile Number, if any:8662126658If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 471196How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:565 METRO PL Number and Street 2:SUITE 300City:DUBLIN State:Ohio Country:United States ZIP+4/Postal Code:43017If this address is a private residence, check this box: Telephone Number: 6146756006 Facsimile Number, if any:8775086288If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 244024How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS,ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS, TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4200 S I-10 SERVICE RD W Number and Street 2:SUITE 201ACity:METAIRIE State:Louisiana Country:United States ZIP+4/Postal Code:70001If this address is a private residence, check this box: Telephone Number: 5044540153 Facsimile Number, if any:6017070198If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 434467How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6319 FLY ROAD Number and Street 2:SUITE 101City:EAST SYRACUSE State:New York Country:United States ZIP+4/Postal Code:13057If this address is a private residence, check this box: Telephone Number: (315) 295-0656 Facsimile Number, if any:315-295-0657If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183694How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:3035 S ELLSWORTH Number and Street 2:SUITE 146City:MESA State:Arizona Country:United States ZIP+4/Postal Code:85212If this address is a private residence, check this box: Telephone Number: 4808885769 Facsimile Number, if any:8885021670If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 416537How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:8220 WASHINGTON VILLAGE DR.Number and Street 2:City:CENTERVILLE State:Ohio Country:United States ZIP+4/Postal Code:45458-1850If this address is a private residence, check this box: Telephone Number: 937-312-1786 Facsimile Number, if any:937-312-1796If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183609How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6 BERKSHIRE BLVD Number and Street 2:SUITE 307City:BETHEL State:Connecticut Country:United States ZIP+4/Postal Code:06801If this address is a private residence, check this box: Telephone Number: 2037407563 Facsimile Number, if any:2037755052If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183384How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6912 SPRING VALLEY DRIVE Number and Street 2:City:HOLLAND State:Ohio Country:United States ZIP+4/Postal Code:43528If this address is a private residence, check this box: Telephone Number: 4198650608 Facsimile Number, if any:4198650414If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270675How many employees perform investment advisory functions from this office location? 24Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALE OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:258 USHERS RD Number and Street 2:SUITE 202City:CLIFTON PARK State:New York Country:United States ZIP+4/Postal Code:12065If this address is a private residence, check this box: Telephone Number: 5189520077 Facsimile Number, if any:8882904240If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 473685How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221ACity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 243564How many employees perform investment advisory functions from this office location? 18Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:303 N. GLENOAKS BLVD.Number and Street 2:SUITE M-195City:BURBANK State:California Country:United States ZIP+4/Postal Code:91502-1116If this address is a private residence, check this box: Telephone Number: 818-841-0992 Facsimile Number, if any:818-841-1684If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116583How many employees perform investment advisory functions from this office location? 19Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:5502 AVENUE N Number and Street 2:City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11234-4006If this address is a private residence, check this box: Telephone Number: 718-832-5616 Facsimile Number, if any:866-212-6656If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183425How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:87-10 NORTHERN BLVD.Number and Street 2:SUITE 201-ACity:JACKSON HEIGHTS State:New York Country:United States ZIP+4/Postal Code:11372If this address is a private residence, check this box: Telephone Number: 7185655090 Facsimile Number, if any:8885492878If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 444220How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:469 7TH AVE Number and Street 2:12TH FLOOR - SUITE 1256BCity:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10018If this address is a private residence, check this box: Telephone Number: 2126298682 Facsimile Number, if any:8884655715If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 325437How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCESECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but notlimited to, Twitter, Facebook and/or LinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly availablesocial media platform. Address of Website/Account on Publicly Available Social Media Platform: HTTP://PORTFOLIO.PRIMERICA.COM/ SECTION 1.L. Location of Books and Records Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D, Section 1.L. for each location. Name of entity where books and records are kept: TD AMERITRADE INSTITUTIONAL Number and Street 1: 5010 WATERIDGE VISTA DR. Number and Street 2: City: SAN DIEGO State: California Country: United States ZIP+4/Postal Code: 92121-5775 If this address is a private residence, check this box: Telephone Number: 800-237-8692 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other. Briefly describe the books and records kept at this location. SECURITIES TRANSACTION RELATED RECORDS; CLIENT ACCOUNT RECORDS Name of entity where books and records are kept: BNY MELLON INVESTMENT SERVICING (US) INC. Number and Street 1: 4400 COMPUTER DR. Number and Street 2: City: WESTBOROUGH State: Massachusetts Country: United States ZIP+4/Postal Code: 01581 If this address is a private residence, check this box: Telephone Number: 800-544-5445 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other. Briefly describe the books and records kept at this location. CONTRACTED RECORDKEEPER. CLIENT CONTACT AND SUITABILITY DATA, HOLDINGS, AND VALUATION. Name of entity where books and records are kept: PRIMERICA SHAREHOLDER SERVICES Number and Street 1: 1 PRIMERICA PARKWAY Number and Street 2: City: DULUTH State: Georgia Country: United States ZIP+4/Postal Code: 30099 If this address is a private residence, check this box: FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets usingthe total assets shown on the balance sheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entityidentifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:2916 SYENE RD Number and Street 2:City:MADISON State:Wisconsin Country:United States ZIP+4/Postal Code:53713If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any:8775493730If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:55 S MILLER RD.Number and Street 2:SUITE 202City:FAIRLAWN State:Ohio Country:United States ZIP+4/Postal Code:44333-4166If this address is a private residence, check this box: Telephone Number: 330-836-6555 Facsimile Number, if any:330-864-3631If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 248223How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:955 CONEY ISLAND AVE Number and Street 2:SUITE 1-P-2City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11230If this address is a private residence, check this box: Telephone Number: 7184337155 Facsimile Number, if any:8772808292If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491381How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221BCity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 437978How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-4City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5137712270 Facsimile Number, if any:5137712270If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183472How many employees perform investment advisory functions from this office location? 23Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:71 S CENTRAL AVE Number and Street 2:SUITE 106City:VALLEY STREAM State:New York Country:United States ZIP+4/Postal Code:11580If this address is a private residence, check this box: Telephone Number: 5168817670 Facsimile Number, if any:5168817669If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183695How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:820 N MAIN ST Number and Street 2:SUITE 1-ACity:FINDLAY State:Ohio Country:United States ZIP+4/Postal Code:45840If this address is a private residence, check this box: Telephone Number: 4195810802 Facsimile Number, if any:5675254537If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 211439How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-5City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5133017285 Facsimile Number, if any:5134927681If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116753How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4580 SUNRISE HWY.Number and Street 2:City:OAKDALE State:New York Country:United States ZIP+4/Postal Code:11769If this address is a private residence, check this box: Telephone Number: 6312180100 Facsimile Number, if any:6312184660If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183330How many employees perform investment advisory functions from this office location? 21Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:466 MAIN ST.Number and Street 2:SUITE 201City:NEW ROCHELLE State:New York Country:United States ZIP+4/Postal Code:10801-6431If this address is a private residence, check this box: Telephone Number: 914-236-3330 Facsimile Number, if any:877-353-7262If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 525855How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:13832 N 32ND STREET Number and Street 2:SUITE 224City:PHOENIX State:Arizona Country:United States ZIP+4/Postal Code:85032If this address is a private residence, check this box: Telephone Number: 602-867-7993 Facsimile Number, if any:602-867-3380If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116895How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:80 BROAD STREET Number and Street 2:FLOOR 5City:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10004If this address is a private residence, check this box: Telephone Number: 2125641405 Facsimile Number, if any:8662126658If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 471196How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:565 METRO PL Number and Street 2:SUITE 300City:DUBLIN State:Ohio Country:United States ZIP+4/Postal Code:43017If this address is a private residence, check this box: Telephone Number: 6146756006 Facsimile Number, if any:8775086288If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 244024How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS,ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS, TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4200 S I-10 SERVICE RD W Number and Street 2:SUITE 201ACity:METAIRIE State:Louisiana Country:United States ZIP+4/Postal Code:70001If this address is a private residence, check this box: Telephone Number: 5044540153 Facsimile Number, if any:6017070198If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 434467How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6319 FLY ROAD Number and Street 2:SUITE 101City:EAST SYRACUSE State:New York Country:United States ZIP+4/Postal Code:13057If this address is a private residence, check this box: Telephone Number: (315) 295-0656 Facsimile Number, if any:315-295-0657If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183694How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:3035 S ELLSWORTH Number and Street 2:SUITE 146City:MESA State:Arizona Country:United States ZIP+4/Postal Code:85212If this address is a private residence, check this box: Telephone Number: 4808885769 Facsimile Number, if any:8885021670If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 416537How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:8220 WASHINGTON VILLAGE DR.Number and Street 2:City:CENTERVILLE State:Ohio Country:United States ZIP+4/Postal Code:45458-1850If this address is a private residence, check this box: Telephone Number: 937-312-1786 Facsimile Number, if any:937-312-1796If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183609How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6 BERKSHIRE BLVD Number and Street 2:SUITE 307City:BETHEL State:Connecticut Country:United States ZIP+4/Postal Code:06801If this address is a private residence, check this box: Telephone Number: 2037407563 Facsimile Number, if any:2037755052If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183384How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6912 SPRING VALLEY DRIVE Number and Street 2:City:HOLLAND State:Ohio Country:United States ZIP+4/Postal Code:43528If this address is a private residence, check this box: Telephone Number: 4198650608 Facsimile Number, if any:4198650414If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270675How many employees perform investment advisory functions from this office location? 24Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALE OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:258 USHERS RD Number and Street 2:SUITE 202City:CLIFTON PARK State:New York Country:United States ZIP+4/Postal Code:12065If this address is a private residence, check this box: Telephone Number: 5189520077 Facsimile Number, if any:8882904240If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 473685How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221ACity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 243564How many employees perform investment advisory functions from this office location? 18Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:303 N. GLENOAKS BLVD.Number and Street 2:SUITE M-195City:BURBANK State:California Country:United States ZIP+4/Postal Code:91502-1116If this address is a private residence, check this box: Telephone Number: 818-841-0992 Facsimile Number, if any:818-841-1684If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116583How many employees perform investment advisory functions from this office location? 19Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:5502 AVENUE N Number and Street 2:City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11234-4006If this address is a private residence, check this box: Telephone Number: 718-832-5616 Facsimile Number, if any:866-212-6656If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183425How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:87-10 NORTHERN BLVD.Number and Street 2:SUITE 201-ACity:JACKSON HEIGHTS State:New York Country:United States ZIP+4/Postal Code:11372If this address is a private residence, check this box: Telephone Number: 7185655090 Facsimile Number, if any:8885492878If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 444220How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:469 7TH AVE Number and Street 2:12TH FLOOR - SUITE 1256BCity:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10018If this address is a private residence, check this box: Telephone Number: 2126298682 Facsimile Number, if any:8884655715If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 325437How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCESECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but notlimited to, Twitter, Facebook and/or LinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly availablesocial media platform.Address of Website/Account on Publicly Available Social Media Platform: HTTP://PORTFOLIO.PRIMERICA.COM/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. Youmust complete a separate Schedule D, Section 1.L. for each location.Name of entity where books and records are kept:TD AMERITRADE INSTITUTIONALNumber and Street 1: 5010 WATERIDGE VISTA DR.Number and Street 2: City: SAN DIEGO State: California Country: United States ZIP+4/Postal Code: 92121-5775If this address is a private residence, check this box: Telephone Number: 800-237-8692 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. SECURITIES TRANSACTION RELATED RECORDS; CLIENT ACCOUNT RECORDSName of entity where books and records are kept:BNY MELLON INVESTMENT SERVICING (US) INC.Number and Street 1: 4400 COMPUTER DR.Number and Street 2: City: WESTBOROUGH State: Massachusetts Country: United States ZIP+4/Postal Code: 01581If this address is a private residence, check this box: Telephone Number: 800-544-5445 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. CONTRACTED RECORDKEEPER. CLIENT CONTACT AND SUITABILITY DATA, HOLDINGS, AND VALUATION.Name of entity where books and records are kept:PRIMERICA SHAREHOLDER SERVICESNumber and Street 1: 1 PRIMERICA PARKWAY Number and Street 2: City: DULUTH State: Georgia Country: United States ZIP+4/Postal Code: 30099If this address is a private residence, check this box: Telephone Number: 470-564-7699 Facsimile number, if any: 470-564-6222 This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other. Briefly describe the books and records kept at this location. LOCATION OF RELATED PERSON CUSTODIAN AND RECORDKEEPER. CLIENT ACCOUNT DATA INCLUDING VALUATION, HOLDINGS, AND ACCOUNT HISTORY. Name of entity where books and records are kept: FISERV Number and Street 1: 184 LIBERTY CORNER RD. Number and Street 2: City: WARREN State: New Jersey Country: United States ZIP+4/Postal Code: 07059 If this address is a private residence, check this box: Telephone Number: 617-603-5300 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other. Briefly describe the books and records kept at this location. ACCOUNT APPLICATIONS AND AGREEMENTS Name of entity where books and records are kept: REGED Number and Street 1: 2100 GATEWAY CENTER Number and Street 2: SUITE 200 City: MORRISVILLE State: North Carolina Country: United States ZIP+4/Postal Code: 27560 If this address is a private residence, check this box: Telephone Number: 800-334-8322 Facsimile number, if any: 919-653-5200 This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other. Briefly describe the books and records kept at this location. THIRD-PARTY INVESTMENT ADVISOR REPRESENTATIVE COMPLIANCE INFORMATION RECORDKEEPER. INVESTMENT ADVISOR REPRESENTATIVE CONTACT AND DISCLOSURE RECORDS.INVESTMENT ADVISOR REPRESENTATIVE SECURITIES HOLDING REPORTS SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information Filed FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets usingthe total assets shown on the balance sheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entityidentifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:2916 SYENE RD Number and Street 2:City:MADISON State:Wisconsin Country:United States ZIP+4/Postal Code:53713If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any:8775493730If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:55 S MILLER RD.Number and Street 2:SUITE 202City:FAIRLAWN State:Ohio Country:United States ZIP+4/Postal Code:44333-4166If this address is a private residence, check this box: Telephone Number: 330-836-6555 Facsimile Number, if any:330-864-3631If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 248223How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:955 CONEY ISLAND AVE Number and Street 2:SUITE 1-P-2City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11230If this address is a private residence, check this box: Telephone Number: 7184337155 Facsimile Number, if any:8772808292If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491381How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221BCity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 437978How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-4City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5137712270 Facsimile Number, if any:5137712270If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183472How many employees perform investment advisory functions from this office location? 23Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:71 S CENTRAL AVE Number and Street 2:SUITE 106City:VALLEY STREAM State:New York Country:United States ZIP+4/Postal Code:11580If this address is a private residence, check this box: Telephone Number: 5168817670 Facsimile Number, if any:5168817669If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183695How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:820 N MAIN ST Number and Street 2:SUITE 1-ACity:FINDLAY State:Ohio Country:United States ZIP+4/Postal Code:45840If this address is a private residence, check this box: Telephone Number: 4195810802 Facsimile Number, if any:5675254537If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 211439How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-5City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5133017285 Facsimile Number, if any:5134927681If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116753How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4580 SUNRISE HWY.Number and Street 2:City:OAKDALE State:New York Country:United States ZIP+4/Postal Code:11769If this address is a private residence, check this box: Telephone Number: 6312180100 Facsimile Number, if any:6312184660If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183330How many employees perform investment advisory functions from this office location? 21Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:466 MAIN ST.Number and Street 2:SUITE 201City:NEW ROCHELLE State:New York Country:United States ZIP+4/Postal Code:10801-6431If this address is a private residence, check this box: Telephone Number: 914-236-3330 Facsimile Number, if any:877-353-7262If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 525855How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:13832 N 32ND STREET Number and Street 2:SUITE 224City:PHOENIX State:Arizona Country:United States ZIP+4/Postal Code:85032If this address is a private residence, check this box: Telephone Number: 602-867-7993 Facsimile Number, if any:602-867-3380If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116895How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:80 BROAD STREET Number and Street 2:FLOOR 5City:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10004If this address is a private residence, check this box: Telephone Number: 2125641405 Facsimile Number, if any:8662126658If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 471196How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:565 METRO PL Number and Street 2:SUITE 300City:DUBLIN State:Ohio Country:United States ZIP+4/Postal Code:43017If this address is a private residence, check this box: Telephone Number: 6146756006 Facsimile Number, if any:8775086288If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 244024How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS,ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS, TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4200 S I-10 SERVICE RD W Number and Street 2:SUITE 201ACity:METAIRIE State:Louisiana Country:United States ZIP+4/Postal Code:70001If this address is a private residence, check this box: Telephone Number: 5044540153 Facsimile Number, if any:6017070198If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 434467How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6319 FLY ROAD Number and Street 2:SUITE 101City:EAST SYRACUSE State:New York Country:United States ZIP+4/Postal Code:13057If this address is a private residence, check this box: Telephone Number: (315) 295-0656 Facsimile Number, if any:315-295-0657If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183694How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:3035 S ELLSWORTH Number and Street 2:SUITE 146City:MESA State:Arizona Country:United States ZIP+4/Postal Code:85212If this address is a private residence, check this box: Telephone Number: 4808885769 Facsimile Number, if any:8885021670If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 416537How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:8220 WASHINGTON VILLAGE DR.Number and Street 2:City:CENTERVILLE State:Ohio Country:United States ZIP+4/Postal Code:45458-1850If this address is a private residence, check this box: Telephone Number: 937-312-1786 Facsimile Number, if any:937-312-1796If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183609How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6 BERKSHIRE BLVD Number and Street 2:SUITE 307City:BETHEL State:Connecticut Country:United States ZIP+4/Postal Code:06801If this address is a private residence, check this box: Telephone Number: 2037407563 Facsimile Number, if any:2037755052If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183384How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6912 SPRING VALLEY DRIVE Number and Street 2:City:HOLLAND State:Ohio Country:United States ZIP+4/Postal Code:43528If this address is a private residence, check this box: Telephone Number: 4198650608 Facsimile Number, if any:4198650414If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270675How many employees perform investment advisory functions from this office location? 24Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALE OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:258 USHERS RD Number and Street 2:SUITE 202City:CLIFTON PARK State:New York Country:United States ZIP+4/Postal Code:12065If this address is a private residence, check this box: Telephone Number: 5189520077 Facsimile Number, if any:8882904240If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 473685How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221ACity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 243564How many employees perform investment advisory functions from this office location? 18Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:303 N. GLENOAKS BLVD.Number and Street 2:SUITE M-195City:BURBANK State:California Country:United States ZIP+4/Postal Code:91502-1116If this address is a private residence, check this box: Telephone Number: 818-841-0992 Facsimile Number, if any:818-841-1684If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116583How many employees perform investment advisory functions from this office location? 19Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:5502 AVENUE N Number and Street 2:City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11234-4006If this address is a private residence, check this box: Telephone Number: 718-832-5616 Facsimile Number, if any:866-212-6656If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183425How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:87-10 NORTHERN BLVD.Number and Street 2:SUITE 201-ACity:JACKSON HEIGHTS State:New York Country:United States ZIP+4/Postal Code:11372If this address is a private residence, check this box: Telephone Number: 7185655090 Facsimile Number, if any:8885492878If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 444220How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:469 7TH AVE Number and Street 2:12TH FLOOR - SUITE 1256BCity:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10018If this address is a private residence, check this box: Telephone Number: 2126298682 Facsimile Number, if any:8884655715If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 325437How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCESECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but notlimited to, Twitter, Facebook and/or LinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly availablesocial media platform.Address of Website/Account on Publicly Available Social Media Platform: HTTP://PORTFOLIO.PRIMERICA.COM/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. Youmust complete a separate Schedule D, Section 1.L. for each location.Name of entity where books and records are kept:TD AMERITRADE INSTITUTIONALNumber and Street 1: 5010 WATERIDGE VISTA DR.Number and Street 2: City: SAN DIEGO State: California Country: United States ZIP+4/Postal Code: 92121-5775If this address is a private residence, check this box: Telephone Number: 800-237-8692 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. SECURITIES TRANSACTION RELATED RECORDS; CLIENT ACCOUNT RECORDSName of entity where books and records are kept:BNY MELLON INVESTMENT SERVICING (US) INC.Number and Street 1: 4400 COMPUTER DR.Number and Street 2: City: WESTBOROUGH State: Massachusetts Country: United States ZIP+4/Postal Code: 01581If this address is a private residence, check this box: Telephone Number: 800-544-5445 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. CONTRACTED RECORDKEEPER. CLIENT CONTACT AND SUITABILITY DATA, HOLDINGS, AND VALUATION.Name of entity where books and records are kept:PRIMERICA SHAREHOLDER SERVICESNumber and Street 1: 1 PRIMERICA PARKWAY Number and Street 2: City: DULUTH State: Georgia Country: United States ZIP+4/Postal Code: 30099If this address is a private residence, check this box: Telephone Number: 470-564-7699 Facsimile number, if any: 470-564-6222This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. LOCATION OF RELATED PERSON CUSTODIAN AND RECORDKEEPER. CLIENT ACCOUNT DATA INCLUDING VALUATION, HOLDINGS, AND ACCOUNT HISTORY.Name of entity where books and records are kept:FISERVNumber and Street 1: 184 LIBERTY CORNER RD.Number and Street 2: City: WARREN State: New Jersey Country: United States ZIP+4/Postal Code: 07059If this address is a private residence, check this box: Telephone Number: 617-603-5300 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. ACCOUNT APPLICATIONS AND AGREEMENTSName of entity where books and records are kept:REGEDNumber and Street 1: 2100 GATEWAY CENTER Number and Street 2: SUITE 200City: MORRISVILLE State: North Carolina Country: United States ZIP+4/Postal Code: 27560If this address is a private residence, check this box: Telephone Number: 800-334-8322 Facsimile number, if any: 919-653-5200This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THIRD-PARTY INVESTMENT ADVISOR REPRESENTATIVE COMPLIANCE INFORMATION RECORDKEEPER. INVESTMENT ADVISOR REPRESENTATIVE CONTACT ANDDISCLOSURE RECORDS.INVESTMENT ADVISOR REPRESENTATIVE SECURITIES HOLDING REPORTSSECTION 1.M. Registration with Foreign Financial Regulatory AuthoritiesNo Information Filed Item 2 SEC Registration/Reporting Responses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annual updating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only. A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SEC registration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond to each of these items. You (the adviser): (1)are a large advisory firm that either: (a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or (b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC; (2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either: (a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or (b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business; Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority. (3)Reserved (4)have your principal office and place of business outside the United States; (5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940; (6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has not withdrawn the election, and you have at least $25 million of regulatory assets under management; (7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a); (8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal office and place of business is the same as the registered adviser; If you check this box, complete Section 2.A.(8) of Schedule D. (9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days; If you check this box, complete Section 2.A.(9) of Schedule D. (10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d); If you check this box, complete Section 2.A.(10) of Schedule D. (11)are an Internet adviser relying on rule 203A-2(e); (12)have received an SEC order exempting you from the prohibition against registration with the SEC; If you check this box, complete Section 2.A.(12) of Schedule D. (13)are no longer eligible to remain registered with the SEC. State Securities Authority Notice Filings and State Reporting by Exempt Reporting Advisers C. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called notice filings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial application or report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your notice filings or reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s). Jurisdictions AL AK AZ AR CA CO CT DE IL IN IA KS KY LA ME MD NE NV NH NJ NM NY NC ND SC SD TN TX UT VT VI VA FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets usingthe total assets shown on the balance sheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entityidentifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:2916 SYENE RD Number and Street 2:City:MADISON State:Wisconsin Country:United States ZIP+4/Postal Code:53713If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any:8775493730If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:55 S MILLER RD.Number and Street 2:SUITE 202City:FAIRLAWN State:Ohio Country:United States ZIP+4/Postal Code:44333-4166If this address is a private residence, check this box: Telephone Number: 330-836-6555 Facsimile Number, if any:330-864-3631If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 248223How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:955 CONEY ISLAND AVE Number and Street 2:SUITE 1-P-2City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11230If this address is a private residence, check this box: Telephone Number: 7184337155 Facsimile Number, if any:8772808292If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491381How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221BCity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 437978How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-4City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5137712270 Facsimile Number, if any:5137712270If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183472How many employees perform investment advisory functions from this office location? 23Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:71 S CENTRAL AVE Number and Street 2:SUITE 106City:VALLEY STREAM State:New York Country:United States ZIP+4/Postal Code:11580If this address is a private residence, check this box: Telephone Number: 5168817670 Facsimile Number, if any:5168817669If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183695How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:820 N MAIN ST Number and Street 2:SUITE 1-ACity:FINDLAY State:Ohio Country:United States ZIP+4/Postal Code:45840If this address is a private residence, check this box: Telephone Number: 4195810802 Facsimile Number, if any:5675254537If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 211439How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-5City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5133017285 Facsimile Number, if any:5134927681If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116753How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4580 SUNRISE HWY.Number and Street 2:City:OAKDALE State:New York Country:United States ZIP+4/Postal Code:11769If this address is a private residence, check this box: Telephone Number: 6312180100 Facsimile Number, if any:6312184660If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183330How many employees perform investment advisory functions from this office location? 21Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:466 MAIN ST.Number and Street 2:SUITE 201City:NEW ROCHELLE State:New York Country:United States ZIP+4/Postal Code:10801-6431If this address is a private residence, check this box: Telephone Number: 914-236-3330 Facsimile Number, if any:877-353-7262If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 525855How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:13832 N 32ND STREET Number and Street 2:SUITE 224City:PHOENIX State:Arizona Country:United States ZIP+4/Postal Code:85032If this address is a private residence, check this box: Telephone Number: 602-867-7993 Facsimile Number, if any:602-867-3380If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116895How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:80 BROAD STREET Number and Street 2:FLOOR 5City:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10004If this address is a private residence, check this box: Telephone Number: 2125641405 Facsimile Number, if any:8662126658If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 471196How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:565 METRO PL Number and Street 2:SUITE 300City:DUBLIN State:Ohio Country:United States ZIP+4/Postal Code:43017If this address is a private residence, check this box: Telephone Number: 6146756006 Facsimile Number, if any:8775086288If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 244024How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS,ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS, TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4200 S I-10 SERVICE RD W Number and Street 2:SUITE 201ACity:METAIRIE State:Louisiana Country:United States ZIP+4/Postal Code:70001If this address is a private residence, check this box: Telephone Number: 5044540153 Facsimile Number, if any:6017070198If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 434467How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6319 FLY ROAD Number and Street 2:SUITE 101City:EAST SYRACUSE State:New York Country:United States ZIP+4/Postal Code:13057If this address is a private residence, check this box: Telephone Number: (315) 295-0656 Facsimile Number, if any:315-295-0657If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183694How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:3035 S ELLSWORTH Number and Street 2:SUITE 146City:MESA State:Arizona Country:United States ZIP+4/Postal Code:85212If this address is a private residence, check this box: Telephone Number: 4808885769 Facsimile Number, if any:8885021670If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 416537How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:8220 WASHINGTON VILLAGE DR.Number and Street 2:City:CENTERVILLE State:Ohio Country:United States ZIP+4/Postal Code:45458-1850If this address is a private residence, check this box: Telephone Number: 937-312-1786 Facsimile Number, if any:937-312-1796If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183609How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6 BERKSHIRE BLVD Number and Street 2:SUITE 307City:BETHEL State:Connecticut Country:United States ZIP+4/Postal Code:06801If this address is a private residence, check this box: Telephone Number: 2037407563 Facsimile Number, if any:2037755052If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183384How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6912 SPRING VALLEY DRIVE Number and Street 2:City:HOLLAND State:Ohio Country:United States ZIP+4/Postal Code:43528If this address is a private residence, check this box: Telephone Number: 4198650608 Facsimile Number, if any:4198650414If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270675How many employees perform investment advisory functions from this office location? 24Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALE OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:258 USHERS RD Number and Street 2:SUITE 202City:CLIFTON PARK State:New York Country:United States ZIP+4/Postal Code:12065If this address is a private residence, check this box: Telephone Number: 5189520077 Facsimile Number, if any:8882904240If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 473685How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221ACity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 243564How many employees perform investment advisory functions from this office location? 18Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:303 N. GLENOAKS BLVD.Number and Street 2:SUITE M-195City:BURBANK State:California Country:United States ZIP+4/Postal Code:91502-1116If this address is a private residence, check this box: Telephone Number: 818-841-0992 Facsimile Number, if any:818-841-1684If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116583How many employees perform investment advisory functions from this office location? 19Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:5502 AVENUE N Number and Street 2:City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11234-4006If this address is a private residence, check this box: Telephone Number: 718-832-5616 Facsimile Number, if any:866-212-6656If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183425How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:87-10 NORTHERN BLVD.Number and Street 2:SUITE 201-ACity:JACKSON HEIGHTS State:New York Country:United States ZIP+4/Postal Code:11372If this address is a private residence, check this box: Telephone Number: 7185655090 Facsimile Number, if any:8885492878If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 444220How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:469 7TH AVE Number and Street 2:12TH FLOOR - SUITE 1256BCity:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10018If this address is a private residence, check this box: Telephone Number: 2126298682 Facsimile Number, if any:8884655715If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 325437How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCESECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but notlimited to, Twitter, Facebook and/or LinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly availablesocial media platform.Address of Website/Account on Publicly Available Social Media Platform: HTTP://PORTFOLIO.PRIMERICA.COM/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. Youmust complete a separate Schedule D, Section 1.L. for each location.Name of entity where books and records are kept:TD AMERITRADE INSTITUTIONALNumber and Street 1: 5010 WATERIDGE VISTA DR.Number and Street 2: City: SAN DIEGO State: California Country: United States ZIP+4/Postal Code: 92121-5775If this address is a private residence, check this box: Telephone Number: 800-237-8692 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. SECURITIES TRANSACTION RELATED RECORDS; CLIENT ACCOUNT RECORDSName of entity where books and records are kept:BNY MELLON INVESTMENT SERVICING (US) INC.Number and Street 1: 4400 COMPUTER DR.Number and Street 2: City: WESTBOROUGH State: Massachusetts Country: United States ZIP+4/Postal Code: 01581If this address is a private residence, check this box: Telephone Number: 800-544-5445 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. CONTRACTED RECORDKEEPER. CLIENT CONTACT AND SUITABILITY DATA, HOLDINGS, AND VALUATION.Name of entity where books and records are kept:PRIMERICA SHAREHOLDER SERVICESNumber and Street 1: 1 PRIMERICA PARKWAY Number and Street 2: City: DULUTH State: Georgia Country: United States ZIP+4/Postal Code: 30099If this address is a private residence, check this box: Telephone Number: 470-564-7699 Facsimile number, if any: 470-564-6222This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. LOCATION OF RELATED PERSON CUSTODIAN AND RECORDKEEPER. CLIENT ACCOUNT DATA INCLUDING VALUATION, HOLDINGS, AND ACCOUNT HISTORY.Name of entity where books and records are kept:FISERVNumber and Street 1: 184 LIBERTY CORNER RD.Number and Street 2: City: WARREN State: New Jersey Country: United States ZIP+4/Postal Code: 07059If this address is a private residence, check this box: Telephone Number: 617-603-5300 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. ACCOUNT APPLICATIONS AND AGREEMENTSName of entity where books and records are kept:REGEDNumber and Street 1: 2100 GATEWAY CENTER Number and Street 2: SUITE 200City: MORRISVILLE State: North Carolina Country: United States ZIP+4/Postal Code: 27560If this address is a private residence, check this box: Telephone Number: 800-334-8322 Facsimile number, if any: 919-653-5200This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THIRD-PARTY INVESTMENT ADVISOR REPRESENTATIVE COMPLIANCE INFORMATION RECORDKEEPER. INVESTMENT ADVISOR REPRESENTATIVE CONTACT ANDDISCLOSURE RECORDS.INVESTMENT ADVISOR REPRESENTATIVE SECURITIES HOLDING REPORTSSECTION 1.M. Registration with Foreign Financial Regulatory AuthoritiesNo Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying forSEC registration or submitting an annual updating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting anannual updating amendment to your SEC registration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2provides information to help you determine whether you may affirmatively respond to each of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updatingamendmentand is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million(in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and placeof business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securitiesauthority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of theInvestment Company Act of 1940 and has not withdrawn the election, and you have at least $25 million of regulatory assets undermanagement;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemptionin rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that isregistered with the SEC, and your principal office and place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments theyfile with the SEC. These are called notice filings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copyof reports and any amendments they file with the SEC. If this is an initial application or report, check the box(es) next to the state(s) that you would liketo receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your notice filings or reports toadditional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit tothe SEC. If this is an amendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck thebox(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDC FL GA GU HI ID ILINIAKSKYLAMEMDMA MI MN MS MO MT NENVNHNJNMNYNCNDOH OK OR PA PR RI SCSDTNTXUTVTVIVAWA WV WI WY If you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee for the coming year, your amendment must be filed before the end of the year (December 31). SECTION 2.A.(8) Related Adviser If you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registered with the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information: Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 Days If you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of these representations: I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after the date my registration with the SEC becomes effective. I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registering with the SEC. SECTION 2.A.(10) Multi-State Adviser If you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations: I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authorities in those states. I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviser with the state securities authorities of those states. If you are submitting your annual updating amendment, you must make this representation: Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register as an investment adviser with the state securities authorities in those states. SECTION 2.A.(12) SEC Exemptive Order If you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information: Application Number: 803- Date of order: Item 3 Form of Organization If you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only. A. How are you organized? Corporation Sole Proprietorship FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets usingthe total assets shown on the balance sheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entityidentifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:2916 SYENE RD Number and Street 2:City:MADISON State:Wisconsin Country:United States ZIP+4/Postal Code:53713If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any:8775493730If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:55 S MILLER RD.Number and Street 2:SUITE 202City:FAIRLAWN State:Ohio Country:United States ZIP+4/Postal Code:44333-4166If this address is a private residence, check this box: Telephone Number: 330-836-6555 Facsimile Number, if any:330-864-3631If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 248223How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:955 CONEY ISLAND AVE Number and Street 2:SUITE 1-P-2City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11230If this address is a private residence, check this box: Telephone Number: 7184337155 Facsimile Number, if any:8772808292If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491381How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221BCity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 437978How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-4City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5137712270 Facsimile Number, if any:5137712270If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183472How many employees perform investment advisory functions from this office location? 23Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:71 S CENTRAL AVE Number and Street 2:SUITE 106City:VALLEY STREAM State:New York Country:United States ZIP+4/Postal Code:11580If this address is a private residence, check this box: Telephone Number: 5168817670 Facsimile Number, if any:5168817669If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183695How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:820 N MAIN ST Number and Street 2:SUITE 1-ACity:FINDLAY State:Ohio Country:United States ZIP+4/Postal Code:45840If this address is a private residence, check this box: Telephone Number: 4195810802 Facsimile Number, if any:5675254537If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 211439How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-5City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5133017285 Facsimile Number, if any:5134927681If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116753How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4580 SUNRISE HWY.Number and Street 2:City:OAKDALE State:New York Country:United States ZIP+4/Postal Code:11769If this address is a private residence, check this box: Telephone Number: 6312180100 Facsimile Number, if any:6312184660If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183330How many employees perform investment advisory functions from this office location? 21Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:466 MAIN ST.Number and Street 2:SUITE 201City:NEW ROCHELLE State:New York Country:United States ZIP+4/Postal Code:10801-6431If this address is a private residence, check this box: Telephone Number: 914-236-3330 Facsimile Number, if any:877-353-7262If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 525855How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:13832 N 32ND STREET Number and Street 2:SUITE 224City:PHOENIX State:Arizona Country:United States ZIP+4/Postal Code:85032If this address is a private residence, check this box: Telephone Number: 602-867-7993 Facsimile Number, if any:602-867-3380If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116895How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:80 BROAD STREET Number and Street 2:FLOOR 5City:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10004If this address is a private residence, check this box: Telephone Number: 2125641405 Facsimile Number, if any:8662126658If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 471196How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:565 METRO PL Number and Street 2:SUITE 300City:DUBLIN State:Ohio Country:United States ZIP+4/Postal Code:43017If this address is a private residence, check this box: Telephone Number: 6146756006 Facsimile Number, if any:8775086288If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 244024How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS,ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS, TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4200 S I-10 SERVICE RD W Number and Street 2:SUITE 201ACity:METAIRIE State:Louisiana Country:United States ZIP+4/Postal Code:70001If this address is a private residence, check this box: Telephone Number: 5044540153 Facsimile Number, if any:6017070198If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 434467How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6319 FLY ROAD Number and Street 2:SUITE 101City:EAST SYRACUSE State:New York Country:United States ZIP+4/Postal Code:13057If this address is a private residence, check this box: Telephone Number: (315) 295-0656 Facsimile Number, if any:315-295-0657If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183694How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:3035 S ELLSWORTH Number and Street 2:SUITE 146City:MESA State:Arizona Country:United States ZIP+4/Postal Code:85212If this address is a private residence, check this box: Telephone Number: 4808885769 Facsimile Number, if any:8885021670If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 416537How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:8220 WASHINGTON VILLAGE DR.Number and Street 2:City:CENTERVILLE State:Ohio Country:United States ZIP+4/Postal Code:45458-1850If this address is a private residence, check this box: Telephone Number: 937-312-1786 Facsimile Number, if any:937-312-1796If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183609How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6 BERKSHIRE BLVD Number and Street 2:SUITE 307City:BETHEL State:Connecticut Country:United States ZIP+4/Postal Code:06801If this address is a private residence, check this box: Telephone Number: 2037407563 Facsimile Number, if any:2037755052If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183384How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6912 SPRING VALLEY DRIVE Number and Street 2:City:HOLLAND State:Ohio Country:United States ZIP+4/Postal Code:43528If this address is a private residence, check this box: Telephone Number: 4198650608 Facsimile Number, if any:4198650414If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270675How many employees perform investment advisory functions from this office location? 24Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALE OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:258 USHERS RD Number and Street 2:SUITE 202City:CLIFTON PARK State:New York Country:United States ZIP+4/Postal Code:12065If this address is a private residence, check this box: Telephone Number: 5189520077 Facsimile Number, if any:8882904240If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 473685How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221ACity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 243564How many employees perform investment advisory functions from this office location? 18Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:303 N. GLENOAKS BLVD.Number and Street 2:SUITE M-195City:BURBANK State:California Country:United States ZIP+4/Postal Code:91502-1116If this address is a private residence, check this box: Telephone Number: 818-841-0992 Facsimile Number, if any:818-841-1684If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116583How many employees perform investment advisory functions from this office location? 19Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:5502 AVENUE N Number and Street 2:City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11234-4006If this address is a private residence, check this box: Telephone Number: 718-832-5616 Facsimile Number, if any:866-212-6656If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183425How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:87-10 NORTHERN BLVD.Number and Street 2:SUITE 201-ACity:JACKSON HEIGHTS State:New York Country:United States ZIP+4/Postal Code:11372If this address is a private residence, check this box: Telephone Number: 7185655090 Facsimile Number, if any:8885492878If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 444220How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:469 7TH AVE Number and Street 2:12TH FLOOR - SUITE 1256BCity:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10018If this address is a private residence, check this box: Telephone Number: 2126298682 Facsimile Number, if any:8884655715If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 325437How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCESECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but notlimited to, Twitter, Facebook and/or LinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly availablesocial media platform.Address of Website/Account on Publicly Available Social Media Platform: HTTP://PORTFOLIO.PRIMERICA.COM/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. Youmust complete a separate Schedule D, Section 1.L. for each location.Name of entity where books and records are kept:TD AMERITRADE INSTITUTIONALNumber and Street 1: 5010 WATERIDGE VISTA DR.Number and Street 2: City: SAN DIEGO State: California Country: United States ZIP+4/Postal Code: 92121-5775If this address is a private residence, check this box: Telephone Number: 800-237-8692 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. SECURITIES TRANSACTION RELATED RECORDS; CLIENT ACCOUNT RECORDSName of entity where books and records are kept:BNY MELLON INVESTMENT SERVICING (US) INC.Number and Street 1: 4400 COMPUTER DR.Number and Street 2: City: WESTBOROUGH State: Massachusetts Country: United States ZIP+4/Postal Code: 01581If this address is a private residence, check this box: Telephone Number: 800-544-5445 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. CONTRACTED RECORDKEEPER. CLIENT CONTACT AND SUITABILITY DATA, HOLDINGS, AND VALUATION.Name of entity where books and records are kept:PRIMERICA SHAREHOLDER SERVICESNumber and Street 1: 1 PRIMERICA PARKWAY Number and Street 2: City: DULUTH State: Georgia Country: United States ZIP+4/Postal Code: 30099If this address is a private residence, check this box: Telephone Number: 470-564-7699 Facsimile number, if any: 470-564-6222This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. LOCATION OF RELATED PERSON CUSTODIAN AND RECORDKEEPER. CLIENT ACCOUNT DATA INCLUDING VALUATION, HOLDINGS, AND ACCOUNT HISTORY.Name of entity where books and records are kept:FISERVNumber and Street 1: 184 LIBERTY CORNER RD.Number and Street 2: City: WARREN State: New Jersey Country: United States ZIP+4/Postal Code: 07059If this address is a private residence, check this box: Telephone Number: 617-603-5300 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. ACCOUNT APPLICATIONS AND AGREEMENTSName of entity where books and records are kept:REGEDNumber and Street 1: 2100 GATEWAY CENTER Number and Street 2: SUITE 200City: MORRISVILLE State: North Carolina Country: United States ZIP+4/Postal Code: 27560If this address is a private residence, check this box: Telephone Number: 800-334-8322 Facsimile number, if any: 919-653-5200This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THIRD-PARTY INVESTMENT ADVISOR REPRESENTATIVE COMPLIANCE INFORMATION RECORDKEEPER. INVESTMENT ADVISOR REPRESENTATIVE CONTACT ANDDISCLOSURE RECORDS.INVESTMENT ADVISOR REPRESENTATIVE SECURITIES HOLDING REPORTSSECTION 1.M. Registration with Foreign Financial Regulatory AuthoritiesNo Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying forSEC registration or submitting an annual updating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting anannual updating amendment to your SEC registration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2provides information to help you determine whether you may affirmatively respond to each of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updatingamendmentand is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million(in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and placeof business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securitiesauthority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of theInvestment Company Act of 1940 and has not withdrawn the election, and you have at least $25 million of regulatory assets undermanagement;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemptionin rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that isregistered with the SEC, and your principal office and place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments theyfile with the SEC. These are called notice filings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copyof reports and any amendments they file with the SEC. If this is an initial application or report, check the box(es) next to the state(s) that you would liketo receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your notice filings or reports toadditional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit tothe SEC. If this is an amendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck thebox(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay thatstate's notice filing or report filing fee for the coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common controlwith an investment adviser that is registered with the SEC and your principal office and place of business is the same as that of the registered adviser, providethe following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registrationwithin 120 days, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will bedeemed to have made the required representations. You must make both of these representations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible toregister with the SEC within 120 days after the date my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section203A(a) of the Advisers Act from registering with the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representationsabout your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as aninvestment adviser with the state securities authorities in those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15states to register as an investment adviser with the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am requiredby the laws of at least 15 states to register as an investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP) Partnership Limited Liability Company (LLC) Limited Partnership (LP) Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4. B.In what month does your fiscal year end each year? DECEMBER C.Under the laws of what state or country are you organized? State Country Georgia United States If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where you reside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes No A. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organization or state of incorporation)? If "yes", complete Item 4.B. and Section 4 of Schedule D. B.Date of Succession: (MM/DD/YYYY) If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4. SECTION 4 Successions No Information Filed Item 5 Information About Your Advisory Business - Employees, Clients, and Compensation Responses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5. Employees If you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, you should count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5). A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers. 3582 B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)? 3540 (2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer? 3557 (3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives? 2236 (4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser other than you? 0 (5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency? 3499 (6)Approximately how many firms or other persons solicit advisory clients on your behalf? FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets usingthe total assets shown on the balance sheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entityidentifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:2916 SYENE RD Number and Street 2:City:MADISON State:Wisconsin Country:United States ZIP+4/Postal Code:53713If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any:8775493730If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:55 S MILLER RD.Number and Street 2:SUITE 202City:FAIRLAWN State:Ohio Country:United States ZIP+4/Postal Code:44333-4166If this address is a private residence, check this box: Telephone Number: 330-836-6555 Facsimile Number, if any:330-864-3631If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 248223How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:955 CONEY ISLAND AVE Number and Street 2:SUITE 1-P-2City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11230If this address is a private residence, check this box: Telephone Number: 7184337155 Facsimile Number, if any:8772808292If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491381How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221BCity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 437978How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-4City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5137712270 Facsimile Number, if any:5137712270If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183472How many employees perform investment advisory functions from this office location? 23Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:71 S CENTRAL AVE Number and Street 2:SUITE 106City:VALLEY STREAM State:New York Country:United States ZIP+4/Postal Code:11580If this address is a private residence, check this box: Telephone Number: 5168817670 Facsimile Number, if any:5168817669If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183695How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:820 N MAIN ST Number and Street 2:SUITE 1-ACity:FINDLAY State:Ohio Country:United States ZIP+4/Postal Code:45840If this address is a private residence, check this box: Telephone Number: 4195810802 Facsimile Number, if any:5675254537If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 211439How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-5City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5133017285 Facsimile Number, if any:5134927681If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116753How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4580 SUNRISE HWY.Number and Street 2:City:OAKDALE State:New York Country:United States ZIP+4/Postal Code:11769If this address is a private residence, check this box: Telephone Number: 6312180100 Facsimile Number, if any:6312184660If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183330How many employees perform investment advisory functions from this office location? 21Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:466 MAIN ST.Number and Street 2:SUITE 201City:NEW ROCHELLE State:New York Country:United States ZIP+4/Postal Code:10801-6431If this address is a private residence, check this box: Telephone Number: 914-236-3330 Facsimile Number, if any:877-353-7262If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 525855How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:13832 N 32ND STREET Number and Street 2:SUITE 224City:PHOENIX State:Arizona Country:United States ZIP+4/Postal Code:85032If this address is a private residence, check this box: Telephone Number: 602-867-7993 Facsimile Number, if any:602-867-3380If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116895How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:80 BROAD STREET Number and Street 2:FLOOR 5City:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10004If this address is a private residence, check this box: Telephone Number: 2125641405 Facsimile Number, if any:8662126658If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 471196How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:565 METRO PL Number and Street 2:SUITE 300City:DUBLIN State:Ohio Country:United States ZIP+4/Postal Code:43017If this address is a private residence, check this box: Telephone Number: 6146756006 Facsimile Number, if any:8775086288If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 244024How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS,ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS, TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4200 S I-10 SERVICE RD W Number and Street 2:SUITE 201ACity:METAIRIE State:Louisiana Country:United States ZIP+4/Postal Code:70001If this address is a private residence, check this box: Telephone Number: 5044540153 Facsimile Number, if any:6017070198If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 434467How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6319 FLY ROAD Number and Street 2:SUITE 101City:EAST SYRACUSE State:New York Country:United States ZIP+4/Postal Code:13057If this address is a private residence, check this box: Telephone Number: (315) 295-0656 Facsimile Number, if any:315-295-0657If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183694How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:3035 S ELLSWORTH Number and Street 2:SUITE 146City:MESA State:Arizona Country:United States ZIP+4/Postal Code:85212If this address is a private residence, check this box: Telephone Number: 4808885769 Facsimile Number, if any:8885021670If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 416537How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:8220 WASHINGTON VILLAGE DR.Number and Street 2:City:CENTERVILLE State:Ohio Country:United States ZIP+4/Postal Code:45458-1850If this address is a private residence, check this box: Telephone Number: 937-312-1786 Facsimile Number, if any:937-312-1796If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183609How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6 BERKSHIRE BLVD Number and Street 2:SUITE 307City:BETHEL State:Connecticut Country:United States ZIP+4/Postal Code:06801If this address is a private residence, check this box: Telephone Number: 2037407563 Facsimile Number, if any:2037755052If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183384How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6912 SPRING VALLEY DRIVE Number and Street 2:City:HOLLAND State:Ohio Country:United States ZIP+4/Postal Code:43528If this address is a private residence, check this box: Telephone Number: 4198650608 Facsimile Number, if any:4198650414If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270675How many employees perform investment advisory functions from this office location? 24Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALE OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:258 USHERS RD Number and Street 2:SUITE 202City:CLIFTON PARK State:New York Country:United States ZIP+4/Postal Code:12065If this address is a private residence, check this box: Telephone Number: 5189520077 Facsimile Number, if any:8882904240If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 473685How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221ACity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 243564How many employees perform investment advisory functions from this office location? 18Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:303 N. GLENOAKS BLVD.Number and Street 2:SUITE M-195City:BURBANK State:California Country:United States ZIP+4/Postal Code:91502-1116If this address is a private residence, check this box: Telephone Number: 818-841-0992 Facsimile Number, if any:818-841-1684If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116583How many employees perform investment advisory functions from this office location? 19Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:5502 AVENUE N Number and Street 2:City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11234-4006If this address is a private residence, check this box: Telephone Number: 718-832-5616 Facsimile Number, if any:866-212-6656If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183425How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:87-10 NORTHERN BLVD.Number and Street 2:SUITE 201-ACity:JACKSON HEIGHTS State:New York Country:United States ZIP+4/Postal Code:11372If this address is a private residence, check this box: Telephone Number: 7185655090 Facsimile Number, if any:8885492878If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 444220How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:469 7TH AVE Number and Street 2:12TH FLOOR - SUITE 1256BCity:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10018If this address is a private residence, check this box: Telephone Number: 2126298682 Facsimile Number, if any:8884655715If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 325437How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCESECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but notlimited to, Twitter, Facebook and/or LinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly availablesocial media platform.Address of Website/Account on Publicly Available Social Media Platform: HTTP://PORTFOLIO.PRIMERICA.COM/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. Youmust complete a separate Schedule D, Section 1.L. for each location.Name of entity where books and records are kept:TD AMERITRADE INSTITUTIONALNumber and Street 1: 5010 WATERIDGE VISTA DR.Number and Street 2: City: SAN DIEGO State: California Country: United States ZIP+4/Postal Code: 92121-5775If this address is a private residence, check this box: Telephone Number: 800-237-8692 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. SECURITIES TRANSACTION RELATED RECORDS; CLIENT ACCOUNT RECORDSName of entity where books and records are kept:BNY MELLON INVESTMENT SERVICING (US) INC.Number and Street 1: 4400 COMPUTER DR.Number and Street 2: City: WESTBOROUGH State: Massachusetts Country: United States ZIP+4/Postal Code: 01581If this address is a private residence, check this box: Telephone Number: 800-544-5445 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. CONTRACTED RECORDKEEPER. CLIENT CONTACT AND SUITABILITY DATA, HOLDINGS, AND VALUATION.Name of entity where books and records are kept:PRIMERICA SHAREHOLDER SERVICESNumber and Street 1: 1 PRIMERICA PARKWAY Number and Street 2: City: DULUTH State: Georgia Country: United States ZIP+4/Postal Code: 30099If this address is a private residence, check this box: Telephone Number: 470-564-7699 Facsimile number, if any: 470-564-6222This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. LOCATION OF RELATED PERSON CUSTODIAN AND RECORDKEEPER. CLIENT ACCOUNT DATA INCLUDING VALUATION, HOLDINGS, AND ACCOUNT HISTORY.Name of entity where books and records are kept:FISERVNumber and Street 1: 184 LIBERTY CORNER RD.Number and Street 2: City: WARREN State: New Jersey Country: United States ZIP+4/Postal Code: 07059If this address is a private residence, check this box: Telephone Number: 617-603-5300 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. ACCOUNT APPLICATIONS AND AGREEMENTSName of entity where books and records are kept:REGEDNumber and Street 1: 2100 GATEWAY CENTER Number and Street 2: SUITE 200City: MORRISVILLE State: North Carolina Country: United States ZIP+4/Postal Code: 27560If this address is a private residence, check this box: Telephone Number: 800-334-8322 Facsimile number, if any: 919-653-5200This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THIRD-PARTY INVESTMENT ADVISOR REPRESENTATIVE COMPLIANCE INFORMATION RECORDKEEPER. INVESTMENT ADVISOR REPRESENTATIVE CONTACT ANDDISCLOSURE RECORDS.INVESTMENT ADVISOR REPRESENTATIVE SECURITIES HOLDING REPORTSSECTION 1.M. Registration with Foreign Financial Regulatory AuthoritiesNo Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying forSEC registration or submitting an annual updating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting anannual updating amendment to your SEC registration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2provides information to help you determine whether you may affirmatively respond to each of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updatingamendmentand is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million(in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and placeof business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securitiesauthority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of theInvestment Company Act of 1940 and has not withdrawn the election, and you have at least $25 million of regulatory assets undermanagement;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemptionin rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that isregistered with the SEC, and your principal office and place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments theyfile with the SEC. These are called notice filings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copyof reports and any amendments they file with the SEC. If this is an initial application or report, check the box(es) next to the state(s) that you would liketo receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your notice filings or reports toadditional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit tothe SEC. If this is an amendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck thebox(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay thatstate's notice filing or report filing fee for the coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common controlwith an investment adviser that is registered with the SEC and your principal office and place of business is the same as that of the registered adviser, providethe following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registrationwithin 120 days, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will bedeemed to have made the required representations. You must make both of these representations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible toregister with the SEC within 120 days after the date my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section203A(a) of the Advisers Act from registering with the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representationsabout your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as aninvestment adviser with the state securities authorities in those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15states to register as an investment adviser with the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am requiredby the laws of at least 15 states to register as an investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State CountryGeorgiaUnited StatesIf you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide thename of the state or country where you reside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes NoA. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of yourstructure or legal status (e.g., form of organization or state of incorporation)?If "yes", complete Item 4.B. and Section 4 of Schedule D.B.Date of Succession: (MM/DD/YYYY)If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.SECTION 4 Successions No Information FiledItem 5 Information About Your Advisory Business - Employees, Clients, and CompensationResponses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when makingregulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5.EmployeesIf you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employeeperforms more than one function, you should count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.3582B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?3540(2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?3557(3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviserrepresentatives?2236(4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviserrepresentativesfor an investment adviser other than you?0(5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?3499(6)Approximately how many firms or other persons solicit advisory clients on your behalf?0 In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf. Clients In your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscal year? 0 (2)Approximately what percentage of your clients are non-United States persons? 0% D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized as sole proprietorships. The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (d)(1) or (d)(3) below. Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If you have fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company, business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable. Type of Client (1) Number of Client(s) (2) Fewer than 5 Clients (3) Amount of Regulatory Assets under Management (a) Individuals (other than high net worth individuals)23292 $ 2,852,493,224 (b) High net worth individuals 154 $ 201,508,943 (c) Banking or thrift institutions 0 $ (d) Investment companies 0 $ (e) Business development companies 0 $ (f) Pooled investment vehicles (other than investment companies and business development companies) 0 $ (g) Pension and profit sharing plans (but not the plan participants or government pension plans) 0 $ (h) Charitable organizations 9 $ 3,135,618 (i) State or municipal government entities (including government pension plans) 0 $ (j) Other investment advisers 0 $ (k) Insurance companies 0 $ (l) Sovereign wealth funds and foreign official institutions 0 $ (m) Corporations or other businesses not listed above 92 $ 8,512,765 (n) Other: $ Compensation Arrangements E.You are compensated for your investment advisory services by (check all that apply): (1) A percentage of assets under your management (2)Hourly charges (3)Subscription fees (for a newsletter or periodical) (4)Fixed fees (other than subscription fees) (5)Commissions (6)Performance-based fees (7)Other (specify): Item 5 Information About Your Advisory Business - Regulatory Assets Under Management FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets usingthe total assets shown on the balance sheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entityidentifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:2916 SYENE RD Number and Street 2:City:MADISON State:Wisconsin Country:United States ZIP+4/Postal Code:53713If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any:8775493730If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:55 S MILLER RD.Number and Street 2:SUITE 202City:FAIRLAWN State:Ohio Country:United States ZIP+4/Postal Code:44333-4166If this address is a private residence, check this box: Telephone Number: 330-836-6555 Facsimile Number, if any:330-864-3631If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 248223How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:955 CONEY ISLAND AVE Number and Street 2:SUITE 1-P-2City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11230If this address is a private residence, check this box: Telephone Number: 7184337155 Facsimile Number, if any:8772808292If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491381How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221BCity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 437978How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-4City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5137712270 Facsimile Number, if any:5137712270If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183472How many employees perform investment advisory functions from this office location? 23Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:71 S CENTRAL AVE Number and Street 2:SUITE 106City:VALLEY STREAM State:New York Country:United States ZIP+4/Postal Code:11580If this address is a private residence, check this box: Telephone Number: 5168817670 Facsimile Number, if any:5168817669If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183695How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:820 N MAIN ST Number and Street 2:SUITE 1-ACity:FINDLAY State:Ohio Country:United States ZIP+4/Postal Code:45840If this address is a private residence, check this box: Telephone Number: 4195810802 Facsimile Number, if any:5675254537If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 211439How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-5City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5133017285 Facsimile Number, if any:5134927681If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116753How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4580 SUNRISE HWY.Number and Street 2:City:OAKDALE State:New York Country:United States ZIP+4/Postal Code:11769If this address is a private residence, check this box: Telephone Number: 6312180100 Facsimile Number, if any:6312184660If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183330How many employees perform investment advisory functions from this office location? 21Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:466 MAIN ST.Number and Street 2:SUITE 201City:NEW ROCHELLE State:New York Country:United States ZIP+4/Postal Code:10801-6431If this address is a private residence, check this box: Telephone Number: 914-236-3330 Facsimile Number, if any:877-353-7262If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 525855How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:13832 N 32ND STREET Number and Street 2:SUITE 224City:PHOENIX State:Arizona Country:United States ZIP+4/Postal Code:85032If this address is a private residence, check this box: Telephone Number: 602-867-7993 Facsimile Number, if any:602-867-3380If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116895How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:80 BROAD STREET Number and Street 2:FLOOR 5City:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10004If this address is a private residence, check this box: Telephone Number: 2125641405 Facsimile Number, if any:8662126658If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 471196How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:565 METRO PL Number and Street 2:SUITE 300City:DUBLIN State:Ohio Country:United States ZIP+4/Postal Code:43017If this address is a private residence, check this box: Telephone Number: 6146756006 Facsimile Number, if any:8775086288If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 244024How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS,ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS, TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4200 S I-10 SERVICE RD W Number and Street 2:SUITE 201ACity:METAIRIE State:Louisiana Country:United States ZIP+4/Postal Code:70001If this address is a private residence, check this box: Telephone Number: 5044540153 Facsimile Number, if any:6017070198If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 434467How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6319 FLY ROAD Number and Street 2:SUITE 101City:EAST SYRACUSE State:New York Country:United States ZIP+4/Postal Code:13057If this address is a private residence, check this box: Telephone Number: (315) 295-0656 Facsimile Number, if any:315-295-0657If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183694How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:3035 S ELLSWORTH Number and Street 2:SUITE 146City:MESA State:Arizona Country:United States ZIP+4/Postal Code:85212If this address is a private residence, check this box: Telephone Number: 4808885769 Facsimile Number, if any:8885021670If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 416537How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:8220 WASHINGTON VILLAGE DR.Number and Street 2:City:CENTERVILLE State:Ohio Country:United States ZIP+4/Postal Code:45458-1850If this address is a private residence, check this box: Telephone Number: 937-312-1786 Facsimile Number, if any:937-312-1796If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183609How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6 BERKSHIRE BLVD Number and Street 2:SUITE 307City:BETHEL State:Connecticut Country:United States ZIP+4/Postal Code:06801If this address is a private residence, check this box: Telephone Number: 2037407563 Facsimile Number, if any:2037755052If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183384How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6912 SPRING VALLEY DRIVE Number and Street 2:City:HOLLAND State:Ohio Country:United States ZIP+4/Postal Code:43528If this address is a private residence, check this box: Telephone Number: 4198650608 Facsimile Number, if any:4198650414If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270675How many employees perform investment advisory functions from this office location? 24Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALE OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:258 USHERS RD Number and Street 2:SUITE 202City:CLIFTON PARK State:New York Country:United States ZIP+4/Postal Code:12065If this address is a private residence, check this box: Telephone Number: 5189520077 Facsimile Number, if any:8882904240If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 473685How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221ACity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 243564How many employees perform investment advisory functions from this office location? 18Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:303 N. GLENOAKS BLVD.Number and Street 2:SUITE M-195City:BURBANK State:California Country:United States ZIP+4/Postal Code:91502-1116If this address is a private residence, check this box: Telephone Number: 818-841-0992 Facsimile Number, if any:818-841-1684If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116583How many employees perform investment advisory functions from this office location? 19Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:5502 AVENUE N Number and Street 2:City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11234-4006If this address is a private residence, check this box: Telephone Number: 718-832-5616 Facsimile Number, if any:866-212-6656If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183425How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:87-10 NORTHERN BLVD.Number and Street 2:SUITE 201-ACity:JACKSON HEIGHTS State:New York Country:United States ZIP+4/Postal Code:11372If this address is a private residence, check this box: Telephone Number: 7185655090 Facsimile Number, if any:8885492878If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 444220How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:469 7TH AVE Number and Street 2:12TH FLOOR - SUITE 1256BCity:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10018If this address is a private residence, check this box: Telephone Number: 2126298682 Facsimile Number, if any:8884655715If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 325437How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCESECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but notlimited to, Twitter, Facebook and/or LinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly availablesocial media platform.Address of Website/Account on Publicly Available Social Media Platform: HTTP://PORTFOLIO.PRIMERICA.COM/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. Youmust complete a separate Schedule D, Section 1.L. for each location.Name of entity where books and records are kept:TD AMERITRADE INSTITUTIONALNumber and Street 1: 5010 WATERIDGE VISTA DR.Number and Street 2: City: SAN DIEGO State: California Country: United States ZIP+4/Postal Code: 92121-5775If this address is a private residence, check this box: Telephone Number: 800-237-8692 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. SECURITIES TRANSACTION RELATED RECORDS; CLIENT ACCOUNT RECORDSName of entity where books and records are kept:BNY MELLON INVESTMENT SERVICING (US) INC.Number and Street 1: 4400 COMPUTER DR.Number and Street 2: City: WESTBOROUGH State: Massachusetts Country: United States ZIP+4/Postal Code: 01581If this address is a private residence, check this box: Telephone Number: 800-544-5445 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. CONTRACTED RECORDKEEPER. CLIENT CONTACT AND SUITABILITY DATA, HOLDINGS, AND VALUATION.Name of entity where books and records are kept:PRIMERICA SHAREHOLDER SERVICESNumber and Street 1: 1 PRIMERICA PARKWAY Number and Street 2: City: DULUTH State: Georgia Country: United States ZIP+4/Postal Code: 30099If this address is a private residence, check this box: Telephone Number: 470-564-7699 Facsimile number, if any: 470-564-6222This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. LOCATION OF RELATED PERSON CUSTODIAN AND RECORDKEEPER. CLIENT ACCOUNT DATA INCLUDING VALUATION, HOLDINGS, AND ACCOUNT HISTORY.Name of entity where books and records are kept:FISERVNumber and Street 1: 184 LIBERTY CORNER RD.Number and Street 2: City: WARREN State: New Jersey Country: United States ZIP+4/Postal Code: 07059If this address is a private residence, check this box: Telephone Number: 617-603-5300 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. ACCOUNT APPLICATIONS AND AGREEMENTSName of entity where books and records are kept:REGEDNumber and Street 1: 2100 GATEWAY CENTER Number and Street 2: SUITE 200City: MORRISVILLE State: North Carolina Country: United States ZIP+4/Postal Code: 27560If this address is a private residence, check this box: Telephone Number: 800-334-8322 Facsimile number, if any: 919-653-5200This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THIRD-PARTY INVESTMENT ADVISOR REPRESENTATIVE COMPLIANCE INFORMATION RECORDKEEPER. INVESTMENT ADVISOR REPRESENTATIVE CONTACT ANDDISCLOSURE RECORDS.INVESTMENT ADVISOR REPRESENTATIVE SECURITIES HOLDING REPORTSSECTION 1.M. Registration with Foreign Financial Regulatory AuthoritiesNo Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying forSEC registration or submitting an annual updating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting anannual updating amendment to your SEC registration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2provides information to help you determine whether you may affirmatively respond to each of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updatingamendmentand is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million(in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and placeof business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securitiesauthority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of theInvestment Company Act of 1940 and has not withdrawn the election, and you have at least $25 million of regulatory assets undermanagement;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemptionin rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that isregistered with the SEC, and your principal office and place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments theyfile with the SEC. These are called notice filings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copyof reports and any amendments they file with the SEC. If this is an initial application or report, check the box(es) next to the state(s) that you would liketo receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your notice filings or reports toadditional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit tothe SEC. If this is an amendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck thebox(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay thatstate's notice filing or report filing fee for the coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common controlwith an investment adviser that is registered with the SEC and your principal office and place of business is the same as that of the registered adviser, providethe following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registrationwithin 120 days, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will bedeemed to have made the required representations. You must make both of these representations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible toregister with the SEC within 120 days after the date my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section203A(a) of the Advisers Act from registering with the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representationsabout your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as aninvestment adviser with the state securities authorities in those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15states to register as an investment adviser with the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am requiredby the laws of at least 15 states to register as an investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State CountryGeorgiaUnited StatesIf you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide thename of the state or country where you reside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes NoA. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of yourstructure or legal status (e.g., form of organization or state of incorporation)?If "yes", complete Item 4.B. and Section 4 of Schedule D.B.Date of Succession: (MM/DD/YYYY)If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.SECTION 4 Successions No Information FiledItem 5 Information About Your Advisory Business - Employees, Clients, and CompensationResponses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when makingregulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5.EmployeesIf you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employeeperforms more than one function, you should count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.3582B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?3540(2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?3557(3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviserrepresentatives?2236(4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviserrepresentativesfor an investment adviser other than you?0(5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?3499(6)Approximately how many firms or other persons solicit advisory clients on your behalf?0In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit onyour behalf.ClientsIn your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationshipwith those investors.C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory servicesduring your most recently completed fiscal year?0(2)Approximately what percentage of your clients are non-United States persons?0%D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but doesnot include businesses organized as sole proprietorships.The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of1940. Unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment CompanyAct of 1940, do not answer (d)(1) or (d)(3) below.Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below)attributable to each of the following type of client. If you have fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may checkItem 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets undermanagement reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. Ifyou advise a registered investment company, business development company, or pooled investment vehicle, report those assets in categories (d), (e),and (f) as applicable.Type of Client (1) Number ofClient(s)(2) Fewer than5 Clients (3) Amount of Regulatory Assetsunder Management(a) Individuals (other than high net worth individuals)23292 $ 2,852,493,224(b) High net worth individuals 154 $ 201,508,943(c) Banking or thrift institutions 0 $(d) Investment companies 0 $(e) Business development companies 0 $(f) Pooled investment vehicles (other than investment companies andbusiness development companies)0 $(g) Pension and profit sharing plans (but not the plan participants orgovernment pension plans)0 $(h) Charitable organizations 9 $ 3,135,618(i) State or municipal government entities (including government pensionplans)0 $(j) Other investment advisers 0 $(k) Insurance companies 0 $(l) Sovereign wealth funds and foreign official institutions 0 $(m) Corporations or other businesses not listed above 92 $ 8,512,765(n) Other: $Compensation ArrangementsE.You are compensated for your investment advisory services by (check all that apply):(1) A percentage of assets under your management(2)Hourly charges(3)Subscription fees (for a newsletter or periodical)(4)Fixed fees (other than subscription fees)(5)Commissions(6)Performance-based fees(7)Other (specify):Item 5 Information About Your Advisory Business - Regulatory Assets Under ManagementRegulatory Assets Under Management Yes No F. (1)Do you provide continuous and regular supervisory or management services to securities portfolios? (2)If yes, what is the amount of your regulatory assets under management and total number of accounts? U.S. Dollar Amount Total Number of Accounts Discretionary:(a)$ 3,065,650,550 (d)28,263 Non-Discretionary:(b)$ 0 (e)0 Total:(c)$ 3,065,650,550 (f)28,263 Part 1A Instruction 5.b.explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item. (3)What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States persons? $ 0 Item 5 Information About Your Advisory Business - Advisory Activities Advisory Activities G. What type(s) of advisory services do you provide? Check all that apply. (1) Financial planning services (2)Portfolio management for individuals and/or small businesses (3)Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of 1940) (4)Portfolio management for pooled investment vehicles (other than investment companies) (5)Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles) (6)Pension consulting services (7)Selection of other advisers (including private fund managers) (8)Publication of periodicals or newsletters (9)Security ratings or pricing services (10)Market timing services (11)Educational seminars/workshops (12)Other(specify): Do not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of Schedule D. H.If you provide financial planning services, to how many clients did you provide these services during your last fiscal year? 0 1 - 10 11 - 25 26 - 50 51 - 100 101 - 250 251 - 500 More than 500 If more than 500, how many? (round to the nearest 500) In your responses to this Item 5.H., do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. Yes No I.(1) Do you participate in a wrap fee program? (2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as: (a) sponsor to a wrap fee program $ 0 (b) portfolio manager for a wrap fee program? $ 0 (c) sponsor to and portfolio manager for the same wrap fee program? $ 3,065,650,550 If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b). FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets usingthe total assets shown on the balance sheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entityidentifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:2916 SYENE RD Number and Street 2:City:MADISON State:Wisconsin Country:United States ZIP+4/Postal Code:53713If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any:8775493730If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:55 S MILLER RD.Number and Street 2:SUITE 202City:FAIRLAWN State:Ohio Country:United States ZIP+4/Postal Code:44333-4166If this address is a private residence, check this box: Telephone Number: 330-836-6555 Facsimile Number, if any:330-864-3631If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 248223How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:955 CONEY ISLAND AVE Number and Street 2:SUITE 1-P-2City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11230If this address is a private residence, check this box: Telephone Number: 7184337155 Facsimile Number, if any:8772808292If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491381How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221BCity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 437978How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-4City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5137712270 Facsimile Number, if any:5137712270If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183472How many employees perform investment advisory functions from this office location? 23Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:71 S CENTRAL AVE Number and Street 2:SUITE 106City:VALLEY STREAM State:New York Country:United States ZIP+4/Postal Code:11580If this address is a private residence, check this box: Telephone Number: 5168817670 Facsimile Number, if any:5168817669If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183695How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:820 N MAIN ST Number and Street 2:SUITE 1-ACity:FINDLAY State:Ohio Country:United States ZIP+4/Postal Code:45840If this address is a private residence, check this box: Telephone Number: 4195810802 Facsimile Number, if any:5675254537If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 211439How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-5City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5133017285 Facsimile Number, if any:5134927681If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116753How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4580 SUNRISE HWY.Number and Street 2:City:OAKDALE State:New York Country:United States ZIP+4/Postal Code:11769If this address is a private residence, check this box: Telephone Number: 6312180100 Facsimile Number, if any:6312184660If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183330How many employees perform investment advisory functions from this office location? 21Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:466 MAIN ST.Number and Street 2:SUITE 201City:NEW ROCHELLE State:New York Country:United States ZIP+4/Postal Code:10801-6431If this address is a private residence, check this box: Telephone Number: 914-236-3330 Facsimile Number, if any:877-353-7262If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 525855How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:13832 N 32ND STREET Number and Street 2:SUITE 224City:PHOENIX State:Arizona Country:United States ZIP+4/Postal Code:85032If this address is a private residence, check this box: Telephone Number: 602-867-7993 Facsimile Number, if any:602-867-3380If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116895How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:80 BROAD STREET Number and Street 2:FLOOR 5City:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10004If this address is a private residence, check this box: Telephone Number: 2125641405 Facsimile Number, if any:8662126658If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 471196How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:565 METRO PL Number and Street 2:SUITE 300City:DUBLIN State:Ohio Country:United States ZIP+4/Postal Code:43017If this address is a private residence, check this box: Telephone Number: 6146756006 Facsimile Number, if any:8775086288If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 244024How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS,ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS, TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4200 S I-10 SERVICE RD W Number and Street 2:SUITE 201ACity:METAIRIE State:Louisiana Country:United States ZIP+4/Postal Code:70001If this address is a private residence, check this box: Telephone Number: 5044540153 Facsimile Number, if any:6017070198If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 434467How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6319 FLY ROAD Number and Street 2:SUITE 101City:EAST SYRACUSE State:New York Country:United States ZIP+4/Postal Code:13057If this address is a private residence, check this box: Telephone Number: (315) 295-0656 Facsimile Number, if any:315-295-0657If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183694How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:3035 S ELLSWORTH Number and Street 2:SUITE 146City:MESA State:Arizona Country:United States ZIP+4/Postal Code:85212If this address is a private residence, check this box: Telephone Number: 4808885769 Facsimile Number, if any:8885021670If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 416537How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:8220 WASHINGTON VILLAGE DR.Number and Street 2:City:CENTERVILLE State:Ohio Country:United States ZIP+4/Postal Code:45458-1850If this address is a private residence, check this box: Telephone Number: 937-312-1786 Facsimile Number, if any:937-312-1796If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183609How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6 BERKSHIRE BLVD Number and Street 2:SUITE 307City:BETHEL State:Connecticut Country:United States ZIP+4/Postal Code:06801If this address is a private residence, check this box: Telephone Number: 2037407563 Facsimile Number, if any:2037755052If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183384How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6912 SPRING VALLEY DRIVE Number and Street 2:City:HOLLAND State:Ohio Country:United States ZIP+4/Postal Code:43528If this address is a private residence, check this box: Telephone Number: 4198650608 Facsimile Number, if any:4198650414If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270675How many employees perform investment advisory functions from this office location? 24Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALE OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:258 USHERS RD Number and Street 2:SUITE 202City:CLIFTON PARK State:New York Country:United States ZIP+4/Postal Code:12065If this address is a private residence, check this box: Telephone Number: 5189520077 Facsimile Number, if any:8882904240If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 473685How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221ACity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 243564How many employees perform investment advisory functions from this office location? 18Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:303 N. GLENOAKS BLVD.Number and Street 2:SUITE M-195City:BURBANK State:California Country:United States ZIP+4/Postal Code:91502-1116If this address is a private residence, check this box: Telephone Number: 818-841-0992 Facsimile Number, if any:818-841-1684If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116583How many employees perform investment advisory functions from this office location? 19Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:5502 AVENUE N Number and Street 2:City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11234-4006If this address is a private residence, check this box: Telephone Number: 718-832-5616 Facsimile Number, if any:866-212-6656If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183425How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:87-10 NORTHERN BLVD.Number and Street 2:SUITE 201-ACity:JACKSON HEIGHTS State:New York Country:United States ZIP+4/Postal Code:11372If this address is a private residence, check this box: Telephone Number: 7185655090 Facsimile Number, if any:8885492878If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 444220How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:469 7TH AVE Number and Street 2:12TH FLOOR - SUITE 1256BCity:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10018If this address is a private residence, check this box: Telephone Number: 2126298682 Facsimile Number, if any:8884655715If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 325437How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCESECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but notlimited to, Twitter, Facebook and/or LinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly availablesocial media platform.Address of Website/Account on Publicly Available Social Media Platform: HTTP://PORTFOLIO.PRIMERICA.COM/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. Youmust complete a separate Schedule D, Section 1.L. for each location.Name of entity where books and records are kept:TD AMERITRADE INSTITUTIONALNumber and Street 1: 5010 WATERIDGE VISTA DR.Number and Street 2: City: SAN DIEGO State: California Country: United States ZIP+4/Postal Code: 92121-5775If this address is a private residence, check this box: Telephone Number: 800-237-8692 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. SECURITIES TRANSACTION RELATED RECORDS; CLIENT ACCOUNT RECORDSName of entity where books and records are kept:BNY MELLON INVESTMENT SERVICING (US) INC.Number and Street 1: 4400 COMPUTER DR.Number and Street 2: City: WESTBOROUGH State: Massachusetts Country: United States ZIP+4/Postal Code: 01581If this address is a private residence, check this box: Telephone Number: 800-544-5445 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. CONTRACTED RECORDKEEPER. CLIENT CONTACT AND SUITABILITY DATA, HOLDINGS, AND VALUATION.Name of entity where books and records are kept:PRIMERICA SHAREHOLDER SERVICESNumber and Street 1: 1 PRIMERICA PARKWAY Number and Street 2: City: DULUTH State: Georgia Country: United States ZIP+4/Postal Code: 30099If this address is a private residence, check this box: Telephone Number: 470-564-7699 Facsimile number, if any: 470-564-6222This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. LOCATION OF RELATED PERSON CUSTODIAN AND RECORDKEEPER. CLIENT ACCOUNT DATA INCLUDING VALUATION, HOLDINGS, AND ACCOUNT HISTORY.Name of entity where books and records are kept:FISERVNumber and Street 1: 184 LIBERTY CORNER RD.Number and Street 2: City: WARREN State: New Jersey Country: United States ZIP+4/Postal Code: 07059If this address is a private residence, check this box: Telephone Number: 617-603-5300 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. ACCOUNT APPLICATIONS AND AGREEMENTSName of entity where books and records are kept:REGEDNumber and Street 1: 2100 GATEWAY CENTER Number and Street 2: SUITE 200City: MORRISVILLE State: North Carolina Country: United States ZIP+4/Postal Code: 27560If this address is a private residence, check this box: Telephone Number: 800-334-8322 Facsimile number, if any: 919-653-5200This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THIRD-PARTY INVESTMENT ADVISOR REPRESENTATIVE COMPLIANCE INFORMATION RECORDKEEPER. INVESTMENT ADVISOR REPRESENTATIVE CONTACT ANDDISCLOSURE RECORDS.INVESTMENT ADVISOR REPRESENTATIVE SECURITIES HOLDING REPORTSSECTION 1.M. Registration with Foreign Financial Regulatory AuthoritiesNo Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying forSEC registration or submitting an annual updating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting anannual updating amendment to your SEC registration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2provides information to help you determine whether you may affirmatively respond to each of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updatingamendmentand is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million(in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and placeof business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securitiesauthority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of theInvestment Company Act of 1940 and has not withdrawn the election, and you have at least $25 million of regulatory assets undermanagement;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemptionin rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that isregistered with the SEC, and your principal office and place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments theyfile with the SEC. These are called notice filings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copyof reports and any amendments they file with the SEC. If this is an initial application or report, check the box(es) next to the state(s) that you would liketo receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your notice filings or reports toadditional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit tothe SEC. If this is an amendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck thebox(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay thatstate's notice filing or report filing fee for the coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common controlwith an investment adviser that is registered with the SEC and your principal office and place of business is the same as that of the registered adviser, providethe following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registrationwithin 120 days, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will bedeemed to have made the required representations. You must make both of these representations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible toregister with the SEC within 120 days after the date my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section203A(a) of the Advisers Act from registering with the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representationsabout your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as aninvestment adviser with the state securities authorities in those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15states to register as an investment adviser with the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am requiredby the laws of at least 15 states to register as an investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State CountryGeorgiaUnited StatesIf you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide thename of the state or country where you reside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes NoA. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of yourstructure or legal status (e.g., form of organization or state of incorporation)?If "yes", complete Item 4.B. and Section 4 of Schedule D.B.Date of Succession: (MM/DD/YYYY)If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.SECTION 4 Successions No Information FiledItem 5 Information About Your Advisory Business - Employees, Clients, and CompensationResponses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when makingregulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5.EmployeesIf you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employeeperforms more than one function, you should count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.3582B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?3540(2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?3557(3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviserrepresentatives?2236(4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviserrepresentativesfor an investment adviser other than you?0(5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?3499(6)Approximately how many firms or other persons solicit advisory clients on your behalf?0In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit onyour behalf.ClientsIn your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationshipwith those investors.C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory servicesduring your most recently completed fiscal year?0(2)Approximately what percentage of your clients are non-United States persons?0%D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but doesnot include businesses organized as sole proprietorships.The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of1940. Unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment CompanyAct of 1940, do not answer (d)(1) or (d)(3) below.Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below)attributable to each of the following type of client. If you have fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may checkItem 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets undermanagement reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. Ifyou advise a registered investment company, business development company, or pooled investment vehicle, report those assets in categories (d), (e),and (f) as applicable.Type of Client (1) Number ofClient(s)(2) Fewer than5 Clients (3) Amount of Regulatory Assetsunder Management(a) Individuals (other than high net worth individuals)23292 $ 2,852,493,224(b) High net worth individuals 154 $ 201,508,943(c) Banking or thrift institutions 0 $(d) Investment companies 0 $(e) Business development companies 0 $(f) Pooled investment vehicles (other than investment companies andbusiness development companies)0 $(g) Pension and profit sharing plans (but not the plan participants orgovernment pension plans)0 $(h) Charitable organizations 9 $ 3,135,618(i) State or municipal government entities (including government pensionplans)0 $(j) Other investment advisers 0 $(k) Insurance companies 0 $(l) Sovereign wealth funds and foreign official institutions 0 $(m) Corporations or other businesses not listed above 92 $ 8,512,765(n) Other: $Compensation ArrangementsE.You are compensated for your investment advisory services by (check all that apply):(1) A percentage of assets under your management(2)Hourly charges(3)Subscription fees (for a newsletter or periodical)(4)Fixed fees (other than subscription fees)(5)Commissions(6)Performance-based fees(7)Other (specify):Item 5 Information About Your Advisory Business - Regulatory Assets Under ManagementRegulatory Assets Under Management Yes NoF. (1)Do you provide continuous and regular supervisory or management services to securities portfolios? (2)If yes, what is the amount of your regulatory assets under management and total number of accounts?U.S. Dollar Amount Total Number of AccountsDiscretionary:(a)$ 3,065,650,550 (d)28,263Non-Discretionary:(b)$ 0 (e)0Total:(c)$ 3,065,650,550 (f)28,263Part 1A Instruction 5.b.explains how to calculate your regulatory assets under management. You must follow these instructions carefully whencompleting this Item.(3)What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients whoare non-United States persons? $ 0Item 5 Information About Your Advisory Business - Advisory ActivitiesAdvisory ActivitiesG. What type(s) of advisory services do you provide? Check all that apply.(1) Financial planning services(2)Portfolio management for individuals and/or small businesses(3)Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant tosection 54 of the Investment Company Act of 1940)(4)Portfolio management for pooled investment vehicles (other than investment companies)(5)Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies andother pooled investment vehicles)(6)Pension consulting services(7)Selection of other advisers (including private fund managers)(8)Publication of periodicals or newsletters(9)Security ratings or pricing services(10)Market timing services(11)Educational seminars/workshops(12)Other(specify):Do not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under theInvestment Company Act of 1940, including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company orinvestment companies to which you provide advice in Section 5.G.(3) of Schedule D. H.If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?01 - 1011 - 2526 - 5051 - 100101 - 250251 - 500More than 500If more than 500, how many?(round to the nearest 500)In your responses to this Item 5.H., do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationshipwith those investors. Yes NoI.(1) Do you participate in a wrap fee program?(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:(a) sponsor to a wrap fee program$ 0(b) portfolio manager for a wrap fee program? $ 0(c) sponsor to and portfolio manager for the same wrap fee program? $ 3,065,650,550If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b). If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item 5.I.(1) or enter any amounts in response to Item 5.I.(2). Yes No J.(1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments? (2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management? K.Separately Managed Account Clients Yes No (1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)? If yes, complete Section 5.K.(1) of Schedule D. (2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise? If yes, complete Section 5.K.(2) of Schedule D. (3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise? If yes, complete Section 5.K.(2) of Schedule D. (4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amount of regulatory assets under management? If yes, complete Section 5.K.(3) of Schedule D for each custodian. SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development Companies No Information Filed SECTION 5.I.(2) Wrap Fee Programs If you are a portfolio manager for one or more wrap fee programs, list the name of each program and its sponsor. You must complete a separate Schedule D Section 5.I.(2) for each wrap fee program for which you are a portfolio manager. Name of Wrap Fee Program PRIMERICA ADVISORS LIFETIME INVESTMENT PLATFORM Name of Sponsor PRIMERICA ADVISORS Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-): 801 - 72263 Sponsor's CRD Number (if any): 10111 SECTION 5.K.(1) Separately Managed Accounts After subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each of the following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion in regulatory assets under management, complete Question (b). Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the date six months before the end of year date. Each column should add up to 100% and numbers should be rounded to the nearest percent. Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not report those investments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of FORM ADVUNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERSPrimary Business Name:PRIMERICA ADVISORS CRD Number: 10111Other-Than-Annual Amendment - All Sections Rev. 10/20175/20/2019 12:40:31 PMWARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminalprosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.Item 1 Identifying InformationResponses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, theinformation in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFS INVESTMENTS INC.B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A.PRIMERICA ADVISORSList on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether thename change is ofyour legal name or your primary business name:D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-72263(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: CIK Number354497E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 10111If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.(2) If you have additional CRD Numbers, your additional CRD numbers: No Information FiledF.Principal Office and Place of Business(1)Address (do not use a P.O. Box):Number and Street 1:1 PRIMERICA PARKWAY Number and Street 2:City:DULUTH State:Georgia Country:United States ZIP+4/Postal Code:30099-0001If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. Ifyou are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states towhich you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, orif you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of yourmost recently completed fiscal year.(2)Days of week that you normally conduct business at your principal office and place of business:Monday - Friday Other:Normal business hours at this location:08:30-17:30(3)Telephone number at this location:800-544-5445(4)Facsimile number at this location, if any: 470-564-6222(5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as ofthe end of your most recently completed fiscal year? 1578G.Mailing address, if different from your principal office and place of business address:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Yes NoI.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook andLinkedIn)?If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listingaddresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publiclyavailable social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or theaddresses of employee accounts on publicly available social media platforms.J.Chief Compliance Officer(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contactinformation for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.Name:Other titles, if any:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if Chief Compliance Officer has one:(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registeredunder the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRSEmployer Identification Number (if any):Name:IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questionsabout this Form ADV, you may provide that information here.Name:Titles:Telephone number: Facsimile number, if any:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:Electronic mail (e-mail) address, if contact person has one:Yes NoL.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,somewhere other than your principal office and place of business?If "yes," complete Section 1.L. of Schedule D.Yes NoM.Are you registered with a foreign financial regulatory authority?Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financialregulatory authority. If "yes," complete Section 1.M. of Schedule D.Yes NoN.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?Yes NoO.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:$1 billion to less than $10 billion$10 billion to less than $50 billion$50 billion or moreFor purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets usingthe total assets shown on the balance sheet for your most recent fiscal year end.P.Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entityidentifier.SECTION 1.B. Other Business Names No Information FiledSECTION 1.F. Other OfficesComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:2916 SYENE RD Number and Street 2:City:MADISON State:Wisconsin Country:United States ZIP+4/Postal Code:53713If this address is a private residence, check this box: Telephone Number: 6084429594 Facsimile Number, if any:8775493730If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270079How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:55 S MILLER RD.Number and Street 2:SUITE 202City:FAIRLAWN State:Ohio Country:United States ZIP+4/Postal Code:44333-4166If this address is a private residence, check this box: Telephone Number: 330-836-6555 Facsimile Number, if any:330-864-3631If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 248223How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:955 CONEY ISLAND AVE Number and Street 2:SUITE 1-P-2City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11230If this address is a private residence, check this box: Telephone Number: 7184337155 Facsimile Number, if any:8772808292If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491381How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221BCity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 437978How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-4City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5137712270 Facsimile Number, if any:5137712270If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183472How many employees perform investment advisory functions from this office location? 23Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:71 S CENTRAL AVE Number and Street 2:SUITE 106City:VALLEY STREAM State:New York Country:United States ZIP+4/Postal Code:11580If this address is a private residence, check this box: Telephone Number: 5168817670 Facsimile Number, if any:5168817669If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183695How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:820 N MAIN ST Number and Street 2:SUITE 1-ACity:FINDLAY State:Ohio Country:United States ZIP+4/Postal Code:45840If this address is a private residence, check this box: Telephone Number: 4195810802 Facsimile Number, if any:5675254537If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 211439How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4500 COOPER RD.Number and Street 2:SUITE 203-5City:CINCINNATI State:Ohio Country:United States ZIP+4/Postal Code:45242If this address is a private residence, check this box: Telephone Number: 5133017285 Facsimile Number, if any:5134927681If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116753How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4580 SUNRISE HWY.Number and Street 2:City:OAKDALE State:New York Country:United States ZIP+4/Postal Code:11769If this address is a private residence, check this box: Telephone Number: 6312180100 Facsimile Number, if any:6312184660If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183330How many employees perform investment advisory functions from this office location? 21Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:466 MAIN ST.Number and Street 2:SUITE 201City:NEW ROCHELLE State:New York Country:United States ZIP+4/Postal Code:10801-6431If this address is a private residence, check this box: Telephone Number: 914-236-3330 Facsimile Number, if any:877-353-7262If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 525855How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:13832 N 32ND STREET Number and Street 2:SUITE 224City:PHOENIX State:Arizona Country:United States ZIP+4/Postal Code:85032If this address is a private residence, check this box: Telephone Number: 602-867-7993 Facsimile Number, if any:602-867-3380If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116895How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:80 BROAD STREET Number and Street 2:FLOOR 5City:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10004If this address is a private residence, check this box: Telephone Number: 2125641405 Facsimile Number, if any:8662126658If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 471196How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:565 METRO PL Number and Street 2:SUITE 300City:DUBLIN State:Ohio Country:United States ZIP+4/Postal Code:43017If this address is a private residence, check this box: Telephone Number: 6146756006 Facsimile Number, if any:8775086288If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 244024How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS,ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS, TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:4200 S I-10 SERVICE RD W Number and Street 2:SUITE 201ACity:METAIRIE State:Louisiana Country:United States ZIP+4/Postal Code:70001If this address is a private residence, check this box: Telephone Number: 5044540153 Facsimile Number, if any:6017070198If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 434467How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6319 FLY ROAD Number and Street 2:SUITE 101City:EAST SYRACUSE State:New York Country:United States ZIP+4/Postal Code:13057If this address is a private residence, check this box: Telephone Number: (315) 295-0656 Facsimile Number, if any:315-295-0657If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183694How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:3035 S ELLSWORTH Number and Street 2:SUITE 146City:MESA State:Arizona Country:United States ZIP+4/Postal Code:85212If this address is a private residence, check this box: Telephone Number: 4808885769 Facsimile Number, if any:8885021670If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 416537How many employees perform investment advisory functions from this office location? 12Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:8220 WASHINGTON VILLAGE DR.Number and Street 2:City:CENTERVILLE State:Ohio Country:United States ZIP+4/Postal Code:45458-1850If this address is a private residence, check this box: Telephone Number: 937-312-1786 Facsimile Number, if any:937-312-1796If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183609How many employees perform investment advisory functions from this office location? 16Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6 BERKSHIRE BLVD Number and Street 2:SUITE 307City:BETHEL State:Connecticut Country:United States ZIP+4/Postal Code:06801If this address is a private residence, check this box: Telephone Number: 2037407563 Facsimile Number, if any:2037755052If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183384How many employees perform investment advisory functions from this office location? 13Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6912 SPRING VALLEY DRIVE Number and Street 2:City:HOLLAND State:Ohio Country:United States ZIP+4/Postal Code:43528If this address is a private residence, check this box: Telephone Number: 4198650608 Facsimile Number, if any:4198650414If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 270675How many employees perform investment advisory functions from this office location? 24Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALE OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:258 USHERS RD Number and Street 2:SUITE 202City:CLIFTON PARK State:New York Country:United States ZIP+4/Postal Code:12065If this address is a private residence, check this box: Telephone Number: 5189520077 Facsimile Number, if any:8882904240If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 473685How many employees perform investment advisory functions from this office location? 17Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:6827 N. HIGH ST.Number and Street 2:SUITE 221ACity:WORTHINGTON State:Ohio Country:United States ZIP+4/Postal Code:43085-2517If this address is a private residence, check this box: Telephone Number: 614-540-3810 Facsimile Number, if any:614-807-0070If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 243564How many employees perform investment advisory functions from this office location? 18Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:303 N. GLENOAKS BLVD.Number and Street 2:SUITE M-195City:BURBANK State:California Country:United States ZIP+4/Postal Code:91502-1116If this address is a private residence, check this box: Telephone Number: 818-841-0992 Facsimile Number, if any:818-841-1684If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 116583How many employees perform investment advisory functions from this office location? 19Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:5502 AVENUE N Number and Street 2:City:BROOKLYN State:New York Country:United States ZIP+4/Postal Code:11234-4006If this address is a private residence, check this box: Telephone Number: 718-832-5616 Facsimile Number, if any:866-212-6656If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 183425How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:87-10 NORTHERN BLVD.Number and Street 2:SUITE 201-ACity:JACKSON HEIGHTS State:New York Country:United States ZIP+4/Postal Code:11372If this address is a private residence, check this box: Telephone Number: 7185655090 Facsimile Number, if any:8885492878If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 444220How many employees perform investment advisory functions from this office location? 15Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCEComplete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, orif you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).Number and Street 1:469 7TH AVE Number and Street 2:12TH FLOOR - SUITE 1256BCity:NEW YORK State:New York Country:United States ZIP+4/Postal Code:10018If this address is a private residence, check this box: Telephone Number: 2126298682 Facsimile Number, if any:8884655715If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investmentadviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 325437How many employees perform investment advisory functions from this office location? 14Are other business activities conducted at this office location? (check all that apply)(1) Broker-dealer (registered or unregistered)(2) Bank (including a separately identifiable department or division of a bank)(3) Insurance broker or agent(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(5) Registered municipal advisor(6) Accountant or accounting firm(7) Lawyer or law firmDescribe any other investment-related business activities conducted from this office location: SALES OF MUTUAL FUNDS, ANNUITIES, EDUCATION SAVINGS PLANS, RETIREMENT PLANS AND TERM LIFE INSURANCESECTION 1.I. Website AddressesList your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but notlimited to, Twitter, Facebook and/or LinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly availablesocial media platform.Address of Website/Account on Publicly Available Social Media Platform: HTTP://PORTFOLIO.PRIMERICA.COM/SECTION 1.L. Location of Books and RecordsComplete the following information for each location at which you keep your books and records, other than your principal office and place of business. Youmust complete a separate Schedule D, Section 1.L. for each location.Name of entity where books and records are kept:TD AMERITRADE INSTITUTIONALNumber and Street 1: 5010 WATERIDGE VISTA DR.Number and Street 2: City: SAN DIEGO State: California Country: United States ZIP+4/Postal Code: 92121-5775If this address is a private residence, check this box: Telephone Number: 800-237-8692 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. SECURITIES TRANSACTION RELATED RECORDS; CLIENT ACCOUNT RECORDSName of entity where books and records are kept:BNY MELLON INVESTMENT SERVICING (US) INC.Number and Street 1: 4400 COMPUTER DR.Number and Street 2: City: WESTBOROUGH State: Massachusetts Country: United States ZIP+4/Postal Code: 01581If this address is a private residence, check this box: Telephone Number: 800-544-5445 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. CONTRACTED RECORDKEEPER. CLIENT CONTACT AND SUITABILITY DATA, HOLDINGS, AND VALUATION.Name of entity where books and records are kept:PRIMERICA SHAREHOLDER SERVICESNumber and Street 1: 1 PRIMERICA PARKWAY Number and Street 2: City: DULUTH State: Georgia Country: United States ZIP+4/Postal Code: 30099If this address is a private residence, check this box: Telephone Number: 470-564-7699 Facsimile number, if any: 470-564-6222This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. LOCATION OF RELATED PERSON CUSTODIAN AND RECORDKEEPER. CLIENT ACCOUNT DATA INCLUDING VALUATION, HOLDINGS, AND ACCOUNT HISTORY.Name of entity where books and records are kept:FISERVNumber and Street 1: 184 LIBERTY CORNER RD.Number and Street 2: City: WARREN State: New Jersey Country: United States ZIP+4/Postal Code: 07059If this address is a private residence, check this box: Telephone Number: 617-603-5300 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. ACCOUNT APPLICATIONS AND AGREEMENTSName of entity where books and records are kept:REGEDNumber and Street 1: 2100 GATEWAY CENTER Number and Street 2: SUITE 200City: MORRISVILLE State: North Carolina Country: United States ZIP+4/Postal Code: 27560If this address is a private residence, check this box: Telephone Number: 800-334-8322 Facsimile number, if any: 919-653-5200This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other.Briefly describe the books and records kept at this location. THIRD-PARTY INVESTMENT ADVISOR REPRESENTATIVE COMPLIANCE INFORMATION RECORDKEEPER. INVESTMENT ADVISOR REPRESENTATIVE CONTACT ANDDISCLOSURE RECORDS.INVESTMENT ADVISOR REPRESENTATIVE SECURITIES HOLDING REPORTSSECTION 1.M. Registration with Foreign Financial Regulatory AuthoritiesNo Information FiledItem 2 SEC Registration/ReportingResponses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying forSEC registration or submitting an annual updating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2should be provided for the filing adviser only.A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting anannual updating amendment to your SEC registration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2provides information to help you determine whether you may affirmatively respond to each of these items.You (the adviser):(1)are a large advisory firm that either:(a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or(b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updatingamendmentand is registered with the SEC;(2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million(in U.S. dollars) and you are either:(a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and placeof business; or(b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securitiesauthority.(3)Reserved(4)have your principal office and place of business outside the United States;(5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;(6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of theInvestment Company Act of 1940 and has not withdrawn the election, and you have at least $25 million of regulatory assets undermanagement;(7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemptionin rule 203A-2(a);(8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that isregistered with the SEC, and your principal office and place of business is the same as the registered adviser;If you check this box, complete Section 2.A.(8) of Schedule D.(9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;If you check this box, complete Section 2.A.(9) of Schedule D.(10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);If you check this box, complete Section 2.A.(10) of Schedule D.(11)are an Internet adviser relying on rule 203A-2(e);(12)have received an SEC order exempting you from the prohibition against registration with the SEC;If you check this box, complete Section 2.A.(12) of Schedule D.(13)are no longer eligible to remain registered with the SEC.State Securities Authority Notice Filings and State Reporting by Exempt Reporting AdvisersC. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments theyfile with the SEC. These are called notice filings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copyof reports and any amendments they file with the SEC. If this is an initial application or report, check the box(es) next to the state(s) that you would liketo receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your notice filings or reports toadditional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit tothe SEC. If this is an amendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck thebox(es) next to those state(s).JurisdictionsALAKAZARCACOCTDEDCFLGAGUHIID ILINIAKSKYLAMEMDMAMIMNMSMOMT NENVNHNJNMNYNCNDOHOKORPAPRRI SCSDTNTXUTVTVIVAWAWVWIWYIf you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay thatstate's notice filing or report filing fee for the coming year, your amendment must be filed before the end of the year (December 31).SECTION 2.A.(8) Related AdviserIf you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common controlwith an investment adviser that is registered with the SEC and your principal office and place of business is the same as that of the registered adviser, providethe following information:Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 DaysIf you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registrationwithin 120 days, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will bedeemed to have made the required representations. You must make both of these representations:I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible toregister with the SEC within 120 days after the date my registration with the SEC becomes effective.I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section203A(a) of the Advisers Act from registering with the SEC.SECTION 2.A.(10) Multi-State AdviserIf you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representationsabout your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as aninvestment adviser with the state securities authorities in those states.I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15states to register as an investment adviser with the state securities authorities of those states.If you are submitting your annual updating amendment, you must make this representation:Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am requiredby the laws of at least 15 states to register as an investment adviser with the state securities authorities in those states.SECTION 2.A.(12) SEC Exemptive OrderIf you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:Application Number:803-Date of order:Item 3 Form of OrganizationIf you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.A. How are you organized? CorporationSole ProprietorshipLimited Liability Partnership (LLP)PartnershipLimited Liability Company (LLC)Limited Partnership (LP)Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.B.In what month does your fiscal year end each year? DECEMBERC.Under the laws of what state or country are you organized? State CountryGeorgiaUnited StatesIf you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide thename of the state or country where you reside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions Yes NoA. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of yourstructure or legal status (e.g., form of organization or state of incorporation)?If "yes", complete Item 4.B. and Section 4 of Schedule D.B.Date of Succession: (MM/DD/YYYY)If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.SECTION 4 Successions No Information FiledItem 5 Information About Your Advisory Business - Employees, Clients, and CompensationResponses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when makingregulatory policy. Part 1A Instruction 5.a.provides additional guidance to newly formed advisers for completing this Item 5.EmployeesIf you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employeeperforms more than one function, you should count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.3582B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?3540(2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?3557(3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviserrepresentatives?2236(4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviserrepresentativesfor an investment adviser other than you?0(5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?3499(6)Approximately how many firms or other persons solicit advisory clients on your behalf?0In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit onyour behalf.ClientsIn your responses to Items 5.C. and 5.D. do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationshipwith those investors.C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory servicesduring your most recently completed fiscal year?0(2)Approximately what percentage of your clients are non-United States persons?0%D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but doesnot include businesses organized as sole proprietorships.The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of1940. Unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment CompanyAct of 1940, do not answer (d)(1) or (d)(3) below.Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below)attributable to each of the following type of client. If you have fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may checkItem 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets undermanagement reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. Ifyou advise a registered investment company, business development company, or pooled investment vehicle, report those assets in categories (d), (e),and (f) as applicable.Type of Client (1) Number ofClient(s)(2) Fewer than5 Clients (3) Amount of Regulatory Assetsunder Management(a) Individuals (other than high net worth individuals)23292 $ 2,852,493,224(b) High net worth individuals 154 $ 201,508,943(c) Banking or thrift institutions 0 $(d) Investment companies 0 $(e) Business development companies 0 $(f) Pooled investment vehicles (other than investment companies andbusiness development companies)0 $(g) Pension and profit sharing plans (but not the plan participants orgovernment pension plans)0 $(h) Charitable organizations 9 $ 3,135,618(i) State or municipal government entities (including government pensionplans)0 $(j) Other investment advisers 0 $(k) Insurance companies 0 $(l) Sovereign wealth funds and foreign official institutions 0 $(m) Corporations or other businesses not listed above 92 $ 8,512,765(n) Other: $Compensation ArrangementsE.You are compensated for your investment advisory services by (check all that apply):(1) A percentage of assets under your management(2)Hourly charges(3)Subscription fees (for a newsletter or periodical)(4)Fixed fees (other than subscription fees)(5)Commissions(6)Performance-based fees(7)Other (specify):Item 5 Information About Your Advisory Business - Regulatory Assets Under ManagementRegulatory Assets Under Management Yes NoF. (1)Do you provide continuous and regular supervisory or management services to securities portfolios? (2)If yes, what is the amount of your regulatory assets under management and total number of accounts?U.S. Dollar Amount Total Number of AccountsDiscretionary:(a)$ 3,065,650,550 (d)28,263Non-Discretionary:(b)$ 0 (e)0Total:(c)$ 3,065,650,550 (f)28,263Part 1A Instruction 5.b.explains how to calculate your regulatory assets under management. You must follow these instructions carefully whencompleting this Item.(3)What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients whoare non-United States persons? $ 0Item 5 Information About Your Advisory Business - Advisory ActivitiesAdvisory ActivitiesG. What type(s) of advisory services do you provide? Check all that apply.(1) Financial planning services(2)Portfolio management for individuals and/or small businesses(3)Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant tosection 54 of the Investment Company Act of 1940)(4)Portfolio management for pooled investment vehicles (other than investment companies)(5)Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies andother pooled investment vehicles)(6)Pension consulting services(7)Selection of other advisers (including private fund managers)(8)Publication of periodicals or newsletters(9)Security ratings or pricing services(10)Market timing services(11)Educational seminars/workshops(12)Other(specify):Do not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under theInvestment Company Act of 1940, including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company orinvestment companies to which you provide advice in Section 5.G.(3) of Schedule D. H.If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?01 - 1011 - 2526 - 5051 - 100101 - 250251 - 500More than 500If more than 500, how many?(round to the nearest 500)In your responses to this Item 5.H., do not include as "clients"the investors in a private fund you advise, unless you have a separate advisory relationshipwith those investors. Yes NoI.(1) Do you participate in a wrap fee program?(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:(a) sponsor to a wrap fee program$ 0(b) portfolio manager for a wrap fee program? $ 0(c) sponsor to and portfolio manager for the same wrap fee program? $ 3,065,650,550If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b). If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through awrap fee program, do not check Item 5.I.(1) or enter any amounts in response to Item 5.I.(2). Yes NoJ.(1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types ofinvestments?(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute yourregulatory assets under management?K.Separately Managed Account Clients Yes No(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managedaccount clients)?If yes, complete Section 5.K.(1) of Schedule D.(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise?If yes, complete Section 5.K.(2) of Schedule D.(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian holdten percent or more of this remaining amount of regulatory assets under management?If yes, complete Section 5.K.(3) of Schedule D for each custodian.SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development CompaniesNo Information FiledSECTION 5.I.(2) Wrap Fee ProgramsIf you are a portfolio manager for one or more wrap fee programs, list the name of each program and its sponsor. You must complete a separate Schedule DSection 5.I.(2) for each wrap fee program for which you are a portfolio manager.Name of Wrap Fee ProgramPRIMERICA ADVISORS LIFETIME INVESTMENT PLATFORMName of SponsorPRIMERICA ADVISORSSponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-):801 - 72263Sponsor's CRD Number (if any):10111SECTION 5.K.(1) Separately Managed AccountsAfter subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage ofthis remaining amount attributable to each of the following categories of assets. If the remaining amount is at least $10 billion in regulatory assets undermanagement, complete Question (a). If the remaining amount is less than $10 billion in regulatory assets under management, complete Question (b). Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise.End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is thedate six months before the end of year date. Each column should add up to 100% and numbers should be rounded to the nearest percent. Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported inthose categories. Do not report those investments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates ofdeposit, bankers' acceptances and similar bank instruments. Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your service providers in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report internally and to current and prospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section. (a)Asset Type Mid-year End of year (i)Exchange-Traded Equity Securities %% (ii)Non Exchange-Traded Equity Securities %% (iii)U.S. Government/Agency Bonds %% (iv)U.S. State and Local Bonds %% (v)Sovereign Bonds %% (vi)Investment Grade Corporate Bonds %% (vii)Non-Investment Grade Corporate Bonds %% (viii)Derivatives %% (ix)Securities Issued by Registered Investment Companies or Business Development Companies %% (x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies) %% (xi)Cash and Cash Equivalents %% (xii)Other %% Generally describe any assets included in "Other" (b)Asset Type End of year (i)Exchange-Traded Equity Securities 60 % (ii)Non Exchange-Traded Equity Securities 0 % (iii)U.S. Government/Agency Bonds 0 % (iv)U.S. State and Local Bonds 0 % (v)Sovereign Bonds 0 % (vi)Investment Grade Corporate Bonds 0 % (vii)Non-Investment Grade Corporate Bonds 0 % (viii)Derivatives 0 % (ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 % (x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies) 0 % (xi)Cash and Cash Equivalents 3 % (xii)Other 0 % Generally describe any assets included in "Other" SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand Derivatives No information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2) If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b). (a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months before the end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. (i) Mid-Year Gross Notional Exposure (1) Regulatory Assets Under Management (2) Borrowings (3) Derivative Exposures (a) Interest Rate Derivative (b) Foreign Exchange Derivative (c) Credit Derivative (d) Equity Derivative (e) Commodity Derivative (f) Other Derivative Less than 10%$$%%%%%% 10-149%$$%%%%%% 150% or more $$%%%%%% Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. (ii) End of Year Gross Notional Exposure (1) Regulatory Assets Under Management (2) Borrowings (3) Derivative Exposures (a) Interest Rate Derivative (b) Foreign Exchange Derivative (c) Credit Derivative (d) Equity Derivative (e) Commodity Derivative (f) Other Derivative Less than 10%$$%%%%%% 10-149%$$%%%%%% 150% or more $$%%%%%% Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) Borrowings Less than 10%$$ 10-149%$$ 150% or more $$ Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed Accounts Complete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed account regulatory assets under management. (a)Legal name of custodian: (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC. (b)Primary business name of custodian: TD AMERITRADE, INC. (c)The location(s) of the custodian's office(s) responsible for custody of the assets : City: SAN DIEGO State: California Country: United States Yes No (d)Is the custodian a related person of your firm? (e)If the custodian is a broker-dealer, provide its SEC registration number (if any) 8 - 23395 (f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any) (g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian? $ 1,223,496,668 Item 6 Other Business Activities In this Item, we request information about your firm's other business activities. A. You are actively engaged in business as a (check all that apply): (1) broker-dealer (registered or unregistered) (2)registered representative of a broker-dealer (3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (4)futures commission merchant (5)real estate broker, dealer, or agent (6)insurance broker or agent (7)bank (including a separately identifiable department or division of a bank) (8)trust company (9)registered municipal advisor (10)registered security-based swap dealer (11)major security-based swap participant (12)accountant or accounting firm (13)lawyer or law firm (14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D. Yes No B.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)? (2)If yes, is this other business your primary business? If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name. Yes No (3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name. SECTION 6.A. Names of Your Other Businesses No Information Filed SECTION 6.B.(2) Description of Primary Business Describe your primary business (not your investment advisory business): If you engage in that business under a different name, provide that name: SECTION 6.B.(3) Description of Other Products and Services Describe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANS If you engage in that business under a different name, provide that name: PFS INVESTMENTS INC. (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC.(b)Primary business name of custodian:TD AMERITRADE, INC.(c)The location(s) of the custodian's office(s) responsible for custody of the assets :City:SAN DIEGO State:California Country:United States Yes No(d)Is the custodian a related person of your firm?(e)If the custodian is a broker-dealer, provide its SEC registration number (if any)8 - 23395(f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (ifany)(g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?$ 1,223,496,668Item 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANSIf you engage in that business under a different name, provide that name:PFS INVESTMENTS INC. Item 7 Financial Industry Affiliations In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients. A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your advisory affiliates and any person that is under common control with you. You have a related person that is a (check all that apply): (1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered) (2)other investment adviser (including financial planners) (3)registered municipal advisor (4)registered security-based swap dealer (5)major security-based swap participant (6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (7)futures commission merchant (8)banking or thrift institution (9)trust company (10)accountant or accounting firm (11)lawyer or law firm (12)insurance company or agency (13)pension consultant (14)real estate broker or dealer (15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (16)sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Note that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a broker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of your firm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of Schedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with the related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act. SECTION 7.A. Financial Industry Affiliations Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A. 1. Legal Name of Related Person: PRIMERICA LIFE INSURANCE COMPANY 2.Primary Business Name of Related Person: TERM LIFE INSURANCE 3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any): (b)CIK Number(s) (if any): No Information Filed 5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) (c) registered municipal advisor (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC.(b)Primary business name of custodian:TD AMERITRADE, INC.(c)The location(s) of the custodian's office(s) responsible for custody of the assets :City:SAN DIEGO State:California Country:United States Yes No(d)Is the custodian a related person of your firm?(e)If the custodian is a broker-dealer, provide its SEC registration number (if any)8 - 23395(f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (ifany)(g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?$ 1,223,496,668Item 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANSIf you engage in that business under a different name, provide that name:PFS INVESTMENTS INC.Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest mayoccur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of youradvisory affiliates and any person that is under common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of abroker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of yourfirm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to completeSection 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. ofSchedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection withadvisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to therelated person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with therelated person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to yourclients(other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to beoperationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: PRIMERICA LIFE INSURANCE COMPANY2.Primary Business Name of Related Person: TERM LIFE INSURANCE3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer (e) major security-based swap participant (f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant (h) banking or thrift institution (i) trust company (j) accountant or accounting firm (k) lawyer or law firm (l) insurance company or agency (m) pension consultant (n) real estate broker or dealer (o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No 6.Do you control or are you controlled by the related person? 7.Are you and the related person under common control? 8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients? (b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person? (c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets: Number and Street 1:Number and Street 2: City:State:Country:ZIP+4/Postal Code: If this address is a private residence, check this box: Yes No 9.(a)If the related person is an investment adviser, is it exempt from registration? (b)If the answer is yes, under what exemption? 10.(a)Is the related person registered with a foreign financial regulatory authority ? (b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered. No Information Filed 11.Do you and the related person share any supervised persons? 12.Do you and the related person share the same physical location? Item 7 Private Fund Reporting Yes No B.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next sentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exempt reporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section 7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must, instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical code, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or designation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information Filed SECTION 7.B.(2) Private Fund Reporting No Information Filed Item 8 Participation or Interest in Client Transactions (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC.(b)Primary business name of custodian:TD AMERITRADE, INC.(c)The location(s) of the custodian's office(s) responsible for custody of the assets :City:SAN DIEGO State:California Country:United States Yes No(d)Is the custodian a related person of your firm?(e)If the custodian is a broker-dealer, provide its SEC registration number (if any)8 - 23395(f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (ifany)(g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?$ 1,223,496,668Item 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANSIf you engage in that business under a different name, provide that name:PFS INVESTMENTS INC.Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest mayoccur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of youradvisory affiliates and any person that is under common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of abroker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of yourfirm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to completeSection 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. ofSchedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection withadvisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to therelated person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with therelated person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to yourclients(other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to beoperationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: PRIMERICA LIFE INSURANCE COMPANY2.Primary Business Name of Related Person: TERM LIFE INSURANCE3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome thepresumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not requiredto obtain a surprise examination for your clients' funds or securities that are maintained at the related person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the nextsentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exemptreporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must,instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabeticalcode, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code ordesignation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in which conflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participation and interest that you expect to engage in during the next year. Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates. Proprietary Interest in Client Transactions A. Do you or any related person:Yes No (1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)? (2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients? (3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary (ownership) interest (other than those mentioned in Items 8.A.(1) or (2))? Sales Interest in Client Transactions B.Do you or any related person:Yes No (1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisory client securities are sold to or bought from the brokerage customer (agency cross transactions)? (2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities for which you or any related person serves as underwriter or general or managing partner? (3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other than the receipt of sales commissions as a broker or registered representative of a broker-dealer)? Investment or Brokerage Discretion C.Do you or any related person have discretionary authority to determine the:Yes No (1)securities to be bought or sold for a client's account? (2)amount of securities to be bought or sold for a client's account? (3)broker or dealer to be used for a purchase or sale of securities for a client's account? (4)commission rates to be paid to a broker or dealer for a client's securities transactions? D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons? E.Do you or any related person recommend brokers or dealers to clients? F.If you answer "yes" to E. above, are any of the brokers or dealers related persons? G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party ("soft dollar benefits") in connection with client securities transactions? (2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" under section 28(e) of the Securities Exchange Act of 1934? H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals? (2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for the firm (cash or non-cash compensation in addition to the employee's regular salary)? I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any related person) for client referrals? In your response to Item 8.I., do not include the regular salary you pay to an employee. In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or received from (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of client referrals. Item 9 Custody In this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under the Investment Company Act of 1940) assets and about your custodial practices. A. (1) Do you have custody of any advisory clients':Yes No (a) cash or bank accounts? (b) securities? If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory fees directly from your clients'accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you have overcome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person. (2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which you have custody: (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC.(b)Primary business name of custodian:TD AMERITRADE, INC.(c)The location(s) of the custodian's office(s) responsible for custody of the assets :City:SAN DIEGO State:California Country:United States Yes No(d)Is the custodian a related person of your firm?(e)If the custodian is a broker-dealer, provide its SEC registration number (if any)8 - 23395(f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (ifany)(g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?$ 1,223,496,668Item 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANSIf you engage in that business under a different name, provide that name:PFS INVESTMENTS INC.Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest mayoccur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of youradvisory affiliates and any person that is under common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of abroker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of yourfirm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to completeSection 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. ofSchedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection withadvisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to therelated person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with therelated person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to yourclients(other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to beoperationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: PRIMERICA LIFE INSURANCE COMPANY2.Primary Business Name of Related Person: TERM LIFE INSURANCE3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome thepresumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not requiredto obtain a surprise examination for your clients' funds or securities that are maintained at the related person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the nextsentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exemptreporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must,instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabeticalcode, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code ordesignation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in whichconflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participationand interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisoryclient securities are sold to or bought from the brokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities forwhich you or any related person serves as underwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other thanthe receipt of sales commissions as a broker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party("soft dollar benefits") in connection with client securities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" undersection 28(e) of the Securities Exchange Act of 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for thefirm (cash or non-cash compensation in addition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any relatedperson) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or receivedfrom (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of clientreferrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under theInvestment Company Act of 1940) assets and about your custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory feesdirectly from your clients'accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you haveovercome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyou have custody: U.S. Dollar Amount Total Number of Clients (a) $(b) If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do not include the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets in connection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2). Instead, include that information in your response to Item 9.B.(2). B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No (a) cash or bank accounts? (b) securities? You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b). (2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which your related persons have custody: U.S. Dollar Amount Total Number of Clients (a) $(b) C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the following that apply: (1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage. (2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statements are distributed to the investors in the pools. (3)An independent public accountant conducts an annual surprise examination of client funds and securities. (4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related persons are qualified custodians for client funds and securities. If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or prepare an internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided this information with respect to the private funds you advise in Section 7.B.(1) of Schedule D). D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No (1)you act as a qualified custodian (2)your related person(s)act as qualified custodian(s) If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act. E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your last fiscal year, provide the date (MM/YYYY) the examination commenced: 09/2018 F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,act as qualified custodians for your clients in connection with advisory services you provide to clients? 0 SECTION 9.C. Independent Public Accountant No Information Filed Item 10 Control Persons In this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10 should be provided for the filing adviser only. If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported on either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C. Yes No A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies? (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC.(b)Primary business name of custodian:TD AMERITRADE, INC.(c)The location(s) of the custodian's office(s) responsible for custody of the assets :City:SAN DIEGO State:California Country:United States Yes No(d)Is the custodian a related person of your firm?(e)If the custodian is a broker-dealer, provide its SEC registration number (if any)8 - 23395(f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (ifany)(g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?$ 1,223,496,668Item 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANSIf you engage in that business under a different name, provide that name:PFS INVESTMENTS INC.Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest mayoccur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of youradvisory affiliates and any person that is under common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of abroker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of yourfirm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to completeSection 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. ofSchedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection withadvisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to therelated person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with therelated person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to yourclients(other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to beoperationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: PRIMERICA LIFE INSURANCE COMPANY2.Primary Business Name of Related Person: TERM LIFE INSURANCE3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome thepresumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not requiredto obtain a surprise examination for your clients' funds or securities that are maintained at the related person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the nextsentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exemptreporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must,instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabeticalcode, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code ordesignation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in whichconflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participationand interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisoryclient securities are sold to or bought from the brokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities forwhich you or any related person serves as underwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other thanthe receipt of sales commissions as a broker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party("soft dollar benefits") in connection with client securities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" undersection 28(e) of the Securities Exchange Act of 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for thefirm (cash or non-cash compensation in addition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any relatedperson) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or receivedfrom (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of clientreferrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under theInvestment Company Act of 1940) assets and about your custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory feesdirectly from your clients'accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you haveovercome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyou have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do notinclude the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets inconnection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyour related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the followingthat apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statementsare distributed to the investors in the pools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related personsare qualified custodians for client funds and securities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or preparean internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided thisinformation with respect to the private funds you advise in Section 7.B.(1) of Schedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independentunder rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your lastfiscal year, provide the date (MM/YYYY) the examination commenced: 09/2018F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,actas qualified custodians for your clients in connection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct ownersand executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reportedon either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies? If yes, complete Section 10.A. of Schedule D. B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please complete Section 10.B. of Schedule D. SECTION 10.A. Control Persons No Information Filed SECTION 10.B. Control Person Public Reporting Companies B. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please provide the following information (you must complete a separate Schedule D Section 10.B. for each public reporting company): (1)Full legal name of the public reporting company:PRIMERICA, INC. (2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):147592 Item 11 Disclosure Information In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to determine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as an investment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more than one of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under an umbrella registration. Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all of your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you. If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are. If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years following the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your disclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminary orders, judgments, or decrees lapsed. You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11. Yes No Do any of the events below involve you or any of your supervised persons? For "yes" answers to the following questions, complete a Criminal Action DRP: A. In the past ten years, have you or any advisory affiliate:Yes No (1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony? (2)been charged with any felony? If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to charges that are currently pending. B.In the past ten years, have you or any advisory affiliate: (1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving: investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses? (2)been charged with a misdemeanor listed in Item 11.B.(1)? If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to charges that are currently pending. For "yes" answers to the following questions, complete a Regulatory Action DRP: C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No (1)found you or any advisory affiliate to have made a false statement or omission? (2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes? (3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted? (4)entered an order against you or any advisory affiliate in connection with investment-related activity? (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC.(b)Primary business name of custodian:TD AMERITRADE, INC.(c)The location(s) of the custodian's office(s) responsible for custody of the assets :City:SAN DIEGO State:California Country:United States Yes No(d)Is the custodian a related person of your firm?(e)If the custodian is a broker-dealer, provide its SEC registration number (if any)8 - 23395(f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (ifany)(g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?$ 1,223,496,668Item 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANSIf you engage in that business under a different name, provide that name:PFS INVESTMENTS INC.Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest mayoccur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of youradvisory affiliates and any person that is under common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of abroker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of yourfirm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to completeSection 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. ofSchedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection withadvisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to therelated person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with therelated person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to yourclients(other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to beoperationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: PRIMERICA LIFE INSURANCE COMPANY2.Primary Business Name of Related Person: TERM LIFE INSURANCE3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome thepresumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not requiredto obtain a surprise examination for your clients' funds or securities that are maintained at the related person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the nextsentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exemptreporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must,instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabeticalcode, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code ordesignation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in whichconflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participationand interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisoryclient securities are sold to or bought from the brokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities forwhich you or any related person serves as underwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other thanthe receipt of sales commissions as a broker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party("soft dollar benefits") in connection with client securities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" undersection 28(e) of the Securities Exchange Act of 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for thefirm (cash or non-cash compensation in addition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any relatedperson) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or receivedfrom (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of clientreferrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under theInvestment Company Act of 1940) assets and about your custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory feesdirectly from your clients'accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you haveovercome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyou have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do notinclude the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets inconnection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyour related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the followingthat apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statementsare distributed to the investors in the pools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related personsare qualified custodians for client funds and securities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or preparean internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided thisinformation with respect to the private funds you advise in Section 7.B.(1) of Schedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independentunder rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your lastfiscal year, provide the date (MM/YYYY) the examination commenced: 09/2018F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,actas qualified custodians for your clients in connection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct ownersand executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reportedon either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?If yes, complete Section 10.A. of Schedule D.B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please complete Section 10.B. of Schedule D. SECTION 10.A. Control Persons No Information FiledSECTION 10.B. Control Person Public Reporting CompaniesB. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please provide the following information (you must complete a separate Schedule D Section 10.B. for each public reportingcompany):(1)Full legal name of the public reporting company:PRIMERICA, INC.(2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):147592Item 11 Disclosure InformationIn this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information todetermine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as aninvestment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more thanone of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under anumbrella registration.Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) allof your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten yearsfollowing the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit yourdisclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes ofcalculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminaryorders, judgments, or decrees lapsed.You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.Yes NoDo any of the events below involve you or any of your supervised persons?For "yes" answers to the following questions, complete a Criminal Action DRP:A. In the past ten years, have you or any advisory affiliate:Yes No(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?(2)been charged with any felony?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) tochargesthat are currently pending.B.In the past ten years, have you or any advisory affiliate:(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?(2)been charged with a misdemeanor listed in Item 11.B.(1)?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) tochargesthat are currently pending.For "yes" answers to the following questions, complete a Regulatory Action DRP:C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?(3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)entered an order against you or any advisory affiliate in connection with investment-related activity?(5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity? D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority: (1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical? (2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes? (3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted? (4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity? (5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory affiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity? E.Has any self-regulatory organization or commodities exchange ever: (1)found you or any advisory affiliate to have made a false statement or omission? (2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)? (3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted? (4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending you or the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities? F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or suspended? G.Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C., 11.D., or 11.E.? For "yes" answers to the following questions, complete a Civil Judicial Action DRP: H. (1)Has any domestic or foreign court:Yes No (a)in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity? (b)ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations? (c)ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by a state or foreign financial regulatory authority? (2)Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)? Item 12 Small Businesses The SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determine whether you meet the definition of "small business" or "small organization" under rule 0-7. Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assets under management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending a current state registration, or switching from SEC to state registration. For purposes of this Item 12 only: Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's total assets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet with subsidiaries included, if that amount is larger). Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, by contract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percent or more of the profits, of another person is presumed to control the other person. Yes No A. Did you have total assets of $5 million or more on the last day of your most recent fiscal year? If "yes," you do not need to answer Items 12.B. and 12.C. B.Do you: (1)control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year? (2)control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year? C.Are you: (1)controlled by or under common control with another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year? (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC.(b)Primary business name of custodian:TD AMERITRADE, INC.(c)The location(s) of the custodian's office(s) responsible for custody of the assets :City:SAN DIEGO State:California Country:United States Yes No(d)Is the custodian a related person of your firm?(e)If the custodian is a broker-dealer, provide its SEC registration number (if any)8 - 23395(f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (ifany)(g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?$ 1,223,496,668Item 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANSIf you engage in that business under a different name, provide that name:PFS INVESTMENTS INC.Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest mayoccur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of youradvisory affiliates and any person that is under common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of abroker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of yourfirm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to completeSection 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. ofSchedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection withadvisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to therelated person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with therelated person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to yourclients(other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to beoperationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: PRIMERICA LIFE INSURANCE COMPANY2.Primary Business Name of Related Person: TERM LIFE INSURANCE3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome thepresumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not requiredto obtain a surprise examination for your clients' funds or securities that are maintained at the related person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the nextsentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exemptreporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must,instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabeticalcode, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code ordesignation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in whichconflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participationand interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisoryclient securities are sold to or bought from the brokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities forwhich you or any related person serves as underwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other thanthe receipt of sales commissions as a broker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party("soft dollar benefits") in connection with client securities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" undersection 28(e) of the Securities Exchange Act of 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for thefirm (cash or non-cash compensation in addition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any relatedperson) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or receivedfrom (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of clientreferrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under theInvestment Company Act of 1940) assets and about your custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory feesdirectly from your clients'accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you haveovercome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyou have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do notinclude the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets inconnection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyour related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the followingthat apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statementsare distributed to the investors in the pools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related personsare qualified custodians for client funds and securities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or preparean internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided thisinformation with respect to the private funds you advise in Section 7.B.(1) of Schedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independentunder rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your lastfiscal year, provide the date (MM/YYYY) the examination commenced: 09/2018F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,actas qualified custodians for your clients in connection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct ownersand executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reportedon either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?If yes, complete Section 10.A. of Schedule D.B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please complete Section 10.B. of Schedule D. SECTION 10.A. Control Persons No Information FiledSECTION 10.B. Control Person Public Reporting CompaniesB. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please provide the following information (you must complete a separate Schedule D Section 10.B. for each public reportingcompany):(1)Full legal name of the public reporting company:PRIMERICA, INC.(2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):147592Item 11 Disclosure InformationIn this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information todetermine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as aninvestment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more thanone of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under anumbrella registration.Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) allof your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten yearsfollowing the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit yourdisclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes ofcalculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminaryorders, judgments, or decrees lapsed.You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.Yes NoDo any of the events below involve you or any of your supervised persons?For "yes" answers to the following questions, complete a Criminal Action DRP:A. In the past ten years, have you or any advisory affiliate:Yes No(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?(2)been charged with any felony?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) tochargesthat are currently pending.B.In the past ten years, have you or any advisory affiliate:(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?(2)been charged with a misdemeanor listed in Item 11.B.(1)?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) tochargesthat are currently pending.For "yes" answers to the following questions, complete a Regulatory Action DRP:C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?(3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)entered an order against you or any advisory affiliate in connection with investment-related activity?(5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:(1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?(2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?(3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do businessdenied, suspended, revoked, or restricted?(4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?(5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisoryaffiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?E.Has any self-regulatory organization or commodities exchange ever:(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor ruleviolation" under a plan approved by the SEC)?(3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending youor the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked orsuspended?G.Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,11.D., or 11.E.?For "yes" answers to the following questions, complete a Civil Judicial Action DRP:H. (1)Has any domestic or foreign court:Yes No(a)in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?(b)ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?(c)ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by astate or foreign financial regulatory authority?(2)Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?Item 12 Small BusinessesThe SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determinewhether you meet the definition of "small business" or "small organization" under rule 0-7.Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assetsunder management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending acurrent state registration, or switching from SEC to state registration.For purposes of this Item 12 only:Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's totalassets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet withsubsidiaries included, if that amount is larger).Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, bycontract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percentor more of the profits, of another person is presumed to control the other person.Yes NoA. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?If "yes," you do not need to answer Items 12.B. and 12.C.B.Do you:(1)control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV)of $25 million or more on the last day of its most recent fiscal year?(2)control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscalyear?C.Are you:(1)controlled by or under common control with another investment adviser that had regulatory assets under management (calculated inresponse to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year?(2)controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year? Schedule A Direct Owners and Executive Officers 1.Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executive officers. Use Schedule C to amend this information. 2.Direct Owners and Executive Officers. List below the names of: (a)each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is required if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similar status or functions; (b)if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a class of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security. (c)if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 5% or more of your capital; (d)in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has contributed, 5% or more of your capital, the trust and each trustee; and (e)if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5% or more of your capital, and (ii) if managed by elected managers, all elected managers. 3.Do you have any indirect owners to be reported on Schedule B? Yes No 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner or executive officer is an individual. 5.Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued). 6.Ownership codes are:NA - less than 5%B - 10% but less than 25%D - 50% but less than 75% A - 5% but less than 10%C - 25% but less than 50%E - 75% or more 7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons. (b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act. (c)Complete each column. FULL LEGAL NAME (Individuals: Last Name, First Name, Middle Name) DE/FE/I Title or Status Date Title or Status Acquired MM/YYYY Ownership Code Control Person PR CRD No. If None: S.S. No. and Date of Birth, IRS Tax No. or Employer ID No. PRIMERICA FINANCE CORPORATION DE DIRECT OWNER 10/1995 E Y N 06-1200807 SIEGEL, DAVID HOWARD I DIRECTOR AND PRESIDENT 01/2005 NA Y N xxx-xx-xxxx KELLY, WILLIAM ADDAMS I DIRECTOR AND CHIEF EXECUTIVE OFFICER 01/2005 NA Y N xxx-xx-xxxx WATTS, JOHN SIMMERMAN III I SENIOR VICE PRESIDENT AND CHIEF COUNSEL 03/2005 NA Y N xxx-xx-xxxx GRUBENHOFF, SHARON KING I SENIOR VICE PRESIDENT, TREASURER, AND CHIEF FINANCIAL OFFICER 07/2011 NA Y N 2234267 KYLE-MITCHELL, CYNTHIA EILEEN I DIRECTOR; EXECUTIVE VICE PRESIDENT-OPERATIONS 09/2005 NA Y N xxx-xx-xxxx WOODRING, DANIEL AARON I EXECUTIVE VICE PRESIDENT AND CHIEF COMPLIANCE OFFICER 01/2011 NA Y N 4028705 MITCHELL, MELANIE JO I EXECUTIVE VICE PRESIDENT 12/2008 NA Y N xxx-xx-xxxx GEER, STACEY K I SECRETARY 08/2012 NA Y N 6113725 NEMETZ, WILLIAM JAMES I EXECUTIVE VICE PRESIDENT 05/2014 NA Y N 4589878 SUKIN, KAREN LYNN I EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL 06/2015 NA Y N 6292138 FENDLER, JEFFREY SCOTT I EXECUTIVE VICE PRESIDENT 08/2016 NA Y N 1241839 MILLER, DEBORAH I EXECUTIVE VICE PRESIDENT 05/2010 NA Y N 3036949 Schedule B Indirect Owners 1.Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must first complete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information. 2.Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below: (a)in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC.(b)Primary business name of custodian:TD AMERITRADE, INC.(c)The location(s) of the custodian's office(s) responsible for custody of the assets :City:SAN DIEGO State:California Country:United States Yes No(d)Is the custodian a related person of your firm?(e)If the custodian is a broker-dealer, provide its SEC registration number (if any)8 - 23395(f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (ifany)(g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?$ 1,223,496,668Item 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANSIf you engage in that business under a different name, provide that name:PFS INVESTMENTS INC.Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest mayoccur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of youradvisory affiliates and any person that is under common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of abroker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of yourfirm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to completeSection 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. ofSchedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection withadvisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to therelated person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with therelated person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to yourclients(other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to beoperationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: PRIMERICA LIFE INSURANCE COMPANY2.Primary Business Name of Related Person: TERM LIFE INSURANCE3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome thepresumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not requiredto obtain a surprise examination for your clients' funds or securities that are maintained at the related person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the nextsentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exemptreporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must,instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabeticalcode, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code ordesignation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in whichconflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participationand interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisoryclient securities are sold to or bought from the brokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities forwhich you or any related person serves as underwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other thanthe receipt of sales commissions as a broker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party("soft dollar benefits") in connection with client securities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" undersection 28(e) of the Securities Exchange Act of 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for thefirm (cash or non-cash compensation in addition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any relatedperson) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or receivedfrom (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of clientreferrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under theInvestment Company Act of 1940) assets and about your custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory feesdirectly from your clients'accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you haveovercome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyou have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do notinclude the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets inconnection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyour related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the followingthat apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statementsare distributed to the investors in the pools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related personsare qualified custodians for client funds and securities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or preparean internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided thisinformation with respect to the private funds you advise in Section 7.B.(1) of Schedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independentunder rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your lastfiscal year, provide the date (MM/YYYY) the examination commenced: 09/2018F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,actas qualified custodians for your clients in connection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct ownersand executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reportedon either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?If yes, complete Section 10.A. of Schedule D.B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please complete Section 10.B. of Schedule D. SECTION 10.A. Control Persons No Information FiledSECTION 10.B. Control Person Public Reporting CompaniesB. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please provide the following information (you must complete a separate Schedule D Section 10.B. for each public reportingcompany):(1)Full legal name of the public reporting company:PRIMERICA, INC.(2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):147592Item 11 Disclosure InformationIn this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information todetermine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as aninvestment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more thanone of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under anumbrella registration.Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) allof your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten yearsfollowing the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit yourdisclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes ofcalculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminaryorders, judgments, or decrees lapsed.You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.Yes NoDo any of the events below involve you or any of your supervised persons?For "yes" answers to the following questions, complete a Criminal Action DRP:A. In the past ten years, have you or any advisory affiliate:Yes No(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?(2)been charged with any felony?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) tochargesthat are currently pending.B.In the past ten years, have you or any advisory affiliate:(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?(2)been charged with a misdemeanor listed in Item 11.B.(1)?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) tochargesthat are currently pending.For "yes" answers to the following questions, complete a Regulatory Action DRP:C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?(3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)entered an order against you or any advisory affiliate in connection with investment-related activity?(5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:(1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?(2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?(3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do businessdenied, suspended, revoked, or restricted?(4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?(5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisoryaffiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?E.Has any self-regulatory organization or commodities exchange ever:(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor ruleviolation" under a plan approved by the SEC)?(3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending youor the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked orsuspended?G.Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,11.D., or 11.E.?For "yes" answers to the following questions, complete a Civil Judicial Action DRP:H. (1)Has any domestic or foreign court:Yes No(a)in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?(b)ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?(c)ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by astate or foreign financial regulatory authority?(2)Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?Item 12 Small BusinessesThe SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determinewhether you meet the definition of "small business" or "small organization" under rule 0-7.Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assetsunder management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending acurrent state registration, or switching from SEC to state registration.For purposes of this Item 12 only:Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's totalassets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet withsubsidiaries included, if that amount is larger).Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, bycontract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percentor more of the profits, of another person is presumed to control the other person.Yes NoA. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?If "yes," you do not need to answer Items 12.B. and 12.C.B.Do you:(1)control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV)of $25 million or more on the last day of its most recent fiscal year?(2)control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscalyear?C.Are you:(1)controlled by or under common control with another investment adviser that had regulatory assets under management (calculated inresponse to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year?(2)controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on thelast day of its most recent fiscal year?Schedule ADirect Owners and Executive Officers1.Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executiveofficers. Use Schedule C to amend this information.2.Direct Owners and Executive Officers. List below the names of:(a)each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer isrequired if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similarstatus or functions;(b)if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are apublic reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of aclass of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild,parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharingthe same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase thesecurity.(c)if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, orhave contributed, 5% or more of your capital;(d)in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or hascontributed, 5% or more of your capital, the trust and each trustee; and(e)if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5%or more of your capital, and (ii) if managed by elected managers, all elected managers.3.Do you have any indirect owners to be reported on Schedule B? Yes No 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner or executive officer is an individual.5.Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, ormember; and for shareholders or members, the class of securities owned (if more than one is issued).6.Ownership codes are:NA - less than 5%B - 10% but less than 25%D - 50% but less than 75%A - 5% but less than 10%C - 25% but less than 50%E - 75% or more7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals:Last Name, First Name, MiddleName)DE/FE/I Title or Status Date Title orStatus AcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA FINANCE CORPORATION DE DIRECT OWNER 10/1995 E Y N 06-1200807SIEGEL, DAVID HOWARD I DIRECTOR AND PRESIDENT 01/2005 NA Y N xxx-xx-xxxxKELLY, WILLIAM ADDAMS I DIRECTOR AND CHIEF EXECUTIVEOFFICER 01/2005 NA Y N xxx-xx-xxxxWATTS, JOHN SIMMERMAN III I SENIOR VICE PRESIDENT ANDCHIEF COUNSEL 03/2005 NA Y N xxx-xx-xxxxGRUBENHOFF, SHARON KING I SENIOR VICE PRESIDENT,TREASURER, AND CHIEFFINANCIAL OFFICER 07/2011 NA Y N 2234267KYLE-MITCHELL, CYNTHIA EILEEN I DIRECTOR; EXECUTIVE VICEPRESIDENT-OPERATIONS 09/2005 NA Y N xxx-xx-xxxxWOODRING, DANIEL AARON I EXECUTIVE VICE PRESIDENT ANDCHIEF COMPLIANCE OFFICER 01/2011 NA Y N 4028705MITCHELL, MELANIE JO I EXECUTIVE VICE PRESIDENT 12/2008 NA Y N xxx-xx-xxxxGEER, STACEY K I SECRETARY 08/2012 NA Y N 6113725NEMETZ, WILLIAM JAMES I EXECUTIVE VICE PRESIDENT 05/2014 NA Y N 4589878SUKIN, KAREN LYNN I EXECUTIVE VICE PRESIDENT ANDGENERAL COUNSEL 06/2015 NA Y N 6292138FENDLER, JEFFREY SCOTT I EXECUTIVE VICE PRESIDENT 08/2016 NA Y N 1241839MILLER, DEBORAH I EXECUTIVE VICE PRESIDENT 05/2010 NA Y N 3036949Schedule BIndirect Owners1.Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must firstcomplete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.2.Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:(a)in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or directthe sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security. (b)in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 25% or more of the partnership's capital; (c)in the case of an owner that is a trust, the trust and each trustee; and (d)in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers. 3.Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) of the Exchange Act) is reached, no further ownership information need be given. 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner is an individual. 5.Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued). 6.Ownership codes are:C - 25% but less than 50%E - 75% or more D - 50% but less than 75%F - Other (general partner, trustee, or elected manager) 7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons. (b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act. (c)Complete each column. FULL LEGAL NAME (Individuals: Last Name, First Name, Middle Name) DE/FE/I Entity in Which Interest is Owned Status Date Status Acquired MM/YYYY Ownership Code Control Person PR CRD No. If None: S.S. No. and Date of Birth, IRS Tax No. or Employer ID No. PRIMERICA, INC.DE PRIMERICA FINANCE CORPORATION SOLE SHAREHOLDER 04/2010 E Y Y 27-1204330 Schedule D - Miscellaneous You may use the space below to explain a response to an Item or to provide any other information. Schedule R No Information Filed DRP Pages CRIMINAL DISCLOSURE REPORTING PAGE (ADV) No Information Filed REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV) GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1)11.C(2)11.C(3)11.C(4)11.C(5) 11.D(1)11.D(2)11.D(3)11.D(4)11.D(5) 11.E(1)11.E(2)11.E(3)11.E(4) 11.F.11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC.(b)Primary business name of custodian:TD AMERITRADE, INC.(c)The location(s) of the custodian's office(s) responsible for custody of the assets :City:SAN DIEGO State:California Country:United States Yes No(d)Is the custodian a related person of your firm?(e)If the custodian is a broker-dealer, provide its SEC registration number (if any)8 - 23395(f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (ifany)(g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?$ 1,223,496,668Item 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANSIf you engage in that business under a different name, provide that name:PFS INVESTMENTS INC.Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest mayoccur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of youradvisory affiliates and any person that is under common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of abroker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of yourfirm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to completeSection 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. ofSchedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection withadvisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to therelated person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with therelated person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to yourclients(other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to beoperationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: PRIMERICA LIFE INSURANCE COMPANY2.Primary Business Name of Related Person: TERM LIFE INSURANCE3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome thepresumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not requiredto obtain a surprise examination for your clients' funds or securities that are maintained at the related person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the nextsentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exemptreporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must,instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabeticalcode, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code ordesignation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in whichconflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participationand interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisoryclient securities are sold to or bought from the brokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities forwhich you or any related person serves as underwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other thanthe receipt of sales commissions as a broker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party("soft dollar benefits") in connection with client securities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" undersection 28(e) of the Securities Exchange Act of 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for thefirm (cash or non-cash compensation in addition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any relatedperson) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or receivedfrom (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of clientreferrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under theInvestment Company Act of 1940) assets and about your custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory feesdirectly from your clients'accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you haveovercome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyou have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do notinclude the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets inconnection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyour related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the followingthat apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statementsare distributed to the investors in the pools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related personsare qualified custodians for client funds and securities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or preparean internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided thisinformation with respect to the private funds you advise in Section 7.B.(1) of Schedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independentunder rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your lastfiscal year, provide the date (MM/YYYY) the examination commenced: 09/2018F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,actas qualified custodians for your clients in connection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct ownersand executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reportedon either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?If yes, complete Section 10.A. of Schedule D.B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please complete Section 10.B. of Schedule D. SECTION 10.A. Control Persons No Information FiledSECTION 10.B. Control Person Public Reporting CompaniesB. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please provide the following information (you must complete a separate Schedule D Section 10.B. for each public reportingcompany):(1)Full legal name of the public reporting company:PRIMERICA, INC.(2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):147592Item 11 Disclosure InformationIn this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information todetermine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as aninvestment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more thanone of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under anumbrella registration.Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) allof your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten yearsfollowing the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit yourdisclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes ofcalculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminaryorders, judgments, or decrees lapsed.You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.Yes NoDo any of the events below involve you or any of your supervised persons?For "yes" answers to the following questions, complete a Criminal Action DRP:A. In the past ten years, have you or any advisory affiliate:Yes No(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?(2)been charged with any felony?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) tochargesthat are currently pending.B.In the past ten years, have you or any advisory affiliate:(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?(2)been charged with a misdemeanor listed in Item 11.B.(1)?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) tochargesthat are currently pending.For "yes" answers to the following questions, complete a Regulatory Action DRP:C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?(3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)entered an order against you or any advisory affiliate in connection with investment-related activity?(5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:(1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?(2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?(3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do businessdenied, suspended, revoked, or restricted?(4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?(5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisoryaffiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?E.Has any self-regulatory organization or commodities exchange ever:(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor ruleviolation" under a plan approved by the SEC)?(3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending youor the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked orsuspended?G.Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,11.D., or 11.E.?For "yes" answers to the following questions, complete a Civil Judicial Action DRP:H. (1)Has any domestic or foreign court:Yes No(a)in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?(b)ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?(c)ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by astate or foreign financial regulatory authority?(2)Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?Item 12 Small BusinessesThe SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determinewhether you meet the definition of "small business" or "small organization" under rule 0-7.Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assetsunder management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending acurrent state registration, or switching from SEC to state registration.For purposes of this Item 12 only:Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's totalassets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet withsubsidiaries included, if that amount is larger).Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, bycontract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percentor more of the profits, of another person is presumed to control the other person.Yes NoA. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?If "yes," you do not need to answer Items 12.B. and 12.C.B.Do you:(1)control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV)of $25 million or more on the last day of its most recent fiscal year?(2)control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscalyear?C.Are you:(1)controlled by or under common control with another investment adviser that had regulatory assets under management (calculated inresponse to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year?(2)controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on thelast day of its most recent fiscal year?Schedule ADirect Owners and Executive Officers1.Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executiveofficers. Use Schedule C to amend this information.2.Direct Owners and Executive Officers. List below the names of:(a)each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer isrequired if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similarstatus or functions;(b)if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are apublic reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of aclass of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild,parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharingthe same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase thesecurity.(c)if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, orhave contributed, 5% or more of your capital;(d)in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or hascontributed, 5% or more of your capital, the trust and each trustee; and(e)if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5%or more of your capital, and (ii) if managed by elected managers, all elected managers.3.Do you have any indirect owners to be reported on Schedule B? Yes No 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner or executive officer is an individual.5.Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, ormember; and for shareholders or members, the class of securities owned (if more than one is issued).6.Ownership codes are:NA - less than 5%B - 10% but less than 25%D - 50% but less than 75%A - 5% but less than 10%C - 25% but less than 50%E - 75% or more7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals:Last Name, First Name, MiddleName)DE/FE/I Title or Status Date Title orStatus AcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA FINANCE CORPORATION DE DIRECT OWNER 10/1995 E Y N 06-1200807SIEGEL, DAVID HOWARD I DIRECTOR AND PRESIDENT 01/2005 NA Y N xxx-xx-xxxxKELLY, WILLIAM ADDAMS I DIRECTOR AND CHIEF EXECUTIVEOFFICER 01/2005 NA Y N xxx-xx-xxxxWATTS, JOHN SIMMERMAN III I SENIOR VICE PRESIDENT ANDCHIEF COUNSEL 03/2005 NA Y N xxx-xx-xxxxGRUBENHOFF, SHARON KING I SENIOR VICE PRESIDENT,TREASURER, AND CHIEFFINANCIAL OFFICER 07/2011 NA Y N 2234267KYLE-MITCHELL, CYNTHIA EILEEN I DIRECTOR; EXECUTIVE VICEPRESIDENT-OPERATIONS 09/2005 NA Y N xxx-xx-xxxxWOODRING, DANIEL AARON I EXECUTIVE VICE PRESIDENT ANDCHIEF COMPLIANCE OFFICER 01/2011 NA Y N 4028705MITCHELL, MELANIE JO I EXECUTIVE VICE PRESIDENT 12/2008 NA Y N xxx-xx-xxxxGEER, STACEY K I SECRETARY 08/2012 NA Y N 6113725NEMETZ, WILLIAM JAMES I EXECUTIVE VICE PRESIDENT 05/2014 NA Y N 4589878SUKIN, KAREN LYNN I EXECUTIVE VICE PRESIDENT ANDGENERAL COUNSEL 06/2015 NA Y N 6292138FENDLER, JEFFREY SCOTT I EXECUTIVE VICE PRESIDENT 08/2016 NA Y N 1241839MILLER, DEBORAH I EXECUTIVE VICE PRESIDENT 05/2010 NA Y N 3036949Schedule BIndirect Owners1.Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must firstcomplete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.2.Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:(a)in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or directthe sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence;or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.(b)in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upondissolution, or have contributed, 25% or more of the partnership's capital;(c)in the case of an owner that is a trust, the trust and each trustee; and(d)in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or havecontributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.3.Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) ofthe Exchange Act) is reached, no further ownership information need be given.4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner is an individual.5.Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders ormembers, the class of securities owned (if more than one is issued).6.Ownership codes are:C - 25% but less than 50%E - 75% or moreD - 50% but less than 75%F - Other (general partner, trustee, or elected manager)7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals: LastName, First Name, Middle Name)DE/FE/I Entity in WhichInterest isOwned Status Date StatusAcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA, INC.DE PRIMERICAFINANCECORPORATION SOLESHAREHOLDER 04/2010 E Y Y 27-1204330Schedule D - MiscellaneousYou may use the space below to explain a response to an Item or to provide any other information.Schedule R No Information FiledDRP PagesCRIMINAL DISCLOSURE REPORTING PAGE (ADV)No Information FiledREGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE No Information Filed This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINANCIAL INDUSTRY REGULATORY AUTHORITY 2.Principal Sanction: Censure Other Sanctions: $35,000 FINE 3.Date Initiated (MM/DD/YYYY): 03/09/2010 Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 2008015413101 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: No Product Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): RULE 17A-4 OF THE SECURITIES EXCHANGE ACT OF 1934, FINRA RULE 2010 AND NASD RULES 2110 AND 3110: PFS INVESTMENTS INC FAILED TO RETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKET AS REQUIRED BY SEC RULE 17A- 4(B)(4) 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC.(b)Primary business name of custodian:TD AMERITRADE, INC.(c)The location(s) of the custodian's office(s) responsible for custody of the assets :City:SAN DIEGO State:California Country:United States Yes No(d)Is the custodian a related person of your firm?(e)If the custodian is a broker-dealer, provide its SEC registration number (if any)8 - 23395(f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (ifany)(g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?$ 1,223,496,668Item 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANSIf you engage in that business under a different name, provide that name:PFS INVESTMENTS INC.Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest mayoccur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of youradvisory affiliates and any person that is under common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of abroker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of yourfirm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to completeSection 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. ofSchedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection withadvisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to therelated person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with therelated person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to yourclients(other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to beoperationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: PRIMERICA LIFE INSURANCE COMPANY2.Primary Business Name of Related Person: TERM LIFE INSURANCE3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome thepresumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not requiredto obtain a surprise examination for your clients' funds or securities that are maintained at the related person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the nextsentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exemptreporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must,instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabeticalcode, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code ordesignation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in whichconflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participationand interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisoryclient securities are sold to or bought from the brokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities forwhich you or any related person serves as underwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other thanthe receipt of sales commissions as a broker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party("soft dollar benefits") in connection with client securities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" undersection 28(e) of the Securities Exchange Act of 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for thefirm (cash or non-cash compensation in addition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any relatedperson) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or receivedfrom (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of clientreferrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under theInvestment Company Act of 1940) assets and about your custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory feesdirectly from your clients'accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you haveovercome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyou have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do notinclude the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets inconnection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyour related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the followingthat apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statementsare distributed to the investors in the pools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related personsare qualified custodians for client funds and securities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or preparean internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided thisinformation with respect to the private funds you advise in Section 7.B.(1) of Schedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independentunder rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your lastfiscal year, provide the date (MM/YYYY) the examination commenced: 09/2018F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,actas qualified custodians for your clients in connection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct ownersand executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reportedon either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?If yes, complete Section 10.A. of Schedule D.B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please complete Section 10.B. of Schedule D. SECTION 10.A. Control Persons No Information FiledSECTION 10.B. Control Person Public Reporting CompaniesB. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please provide the following information (you must complete a separate Schedule D Section 10.B. for each public reportingcompany):(1)Full legal name of the public reporting company:PRIMERICA, INC.(2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):147592Item 11 Disclosure InformationIn this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information todetermine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as aninvestment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more thanone of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under anumbrella registration.Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) allof your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten yearsfollowing the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit yourdisclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes ofcalculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminaryorders, judgments, or decrees lapsed.You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.Yes NoDo any of the events below involve you or any of your supervised persons?For "yes" answers to the following questions, complete a Criminal Action DRP:A. In the past ten years, have you or any advisory affiliate:Yes No(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?(2)been charged with any felony?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) tochargesthat are currently pending.B.In the past ten years, have you or any advisory affiliate:(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?(2)been charged with a misdemeanor listed in Item 11.B.(1)?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) tochargesthat are currently pending.For "yes" answers to the following questions, complete a Regulatory Action DRP:C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?(3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)entered an order against you or any advisory affiliate in connection with investment-related activity?(5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:(1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?(2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?(3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do businessdenied, suspended, revoked, or restricted?(4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?(5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisoryaffiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?E.Has any self-regulatory organization or commodities exchange ever:(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor ruleviolation" under a plan approved by the SEC)?(3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending youor the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked orsuspended?G.Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,11.D., or 11.E.?For "yes" answers to the following questions, complete a Civil Judicial Action DRP:H. (1)Has any domestic or foreign court:Yes No(a)in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?(b)ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?(c)ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by astate or foreign financial regulatory authority?(2)Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?Item 12 Small BusinessesThe SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determinewhether you meet the definition of "small business" or "small organization" under rule 0-7.Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assetsunder management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending acurrent state registration, or switching from SEC to state registration.For purposes of this Item 12 only:Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's totalassets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet withsubsidiaries included, if that amount is larger).Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, bycontract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percentor more of the profits, of another person is presumed to control the other person.Yes NoA. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?If "yes," you do not need to answer Items 12.B. and 12.C.B.Do you:(1)control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV)of $25 million or more on the last day of its most recent fiscal year?(2)control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscalyear?C.Are you:(1)controlled by or under common control with another investment adviser that had regulatory assets under management (calculated inresponse to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year?(2)controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on thelast day of its most recent fiscal year?Schedule ADirect Owners and Executive Officers1.Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executiveofficers. Use Schedule C to amend this information.2.Direct Owners and Executive Officers. List below the names of:(a)each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer isrequired if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similarstatus or functions;(b)if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are apublic reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of aclass of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild,parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharingthe same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase thesecurity.(c)if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, orhave contributed, 5% or more of your capital;(d)in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or hascontributed, 5% or more of your capital, the trust and each trustee; and(e)if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5%or more of your capital, and (ii) if managed by elected managers, all elected managers.3.Do you have any indirect owners to be reported on Schedule B? Yes No 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner or executive officer is an individual.5.Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, ormember; and for shareholders or members, the class of securities owned (if more than one is issued).6.Ownership codes are:NA - less than 5%B - 10% but less than 25%D - 50% but less than 75%A - 5% but less than 10%C - 25% but less than 50%E - 75% or more7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals:Last Name, First Name, MiddleName)DE/FE/I Title or Status Date Title orStatus AcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA FINANCE CORPORATION DE DIRECT OWNER 10/1995 E Y N 06-1200807SIEGEL, DAVID HOWARD I DIRECTOR AND PRESIDENT 01/2005 NA Y N xxx-xx-xxxxKELLY, WILLIAM ADDAMS I DIRECTOR AND CHIEF EXECUTIVEOFFICER 01/2005 NA Y N xxx-xx-xxxxWATTS, JOHN SIMMERMAN III I SENIOR VICE PRESIDENT ANDCHIEF COUNSEL 03/2005 NA Y N xxx-xx-xxxxGRUBENHOFF, SHARON KING I SENIOR VICE PRESIDENT,TREASURER, AND CHIEFFINANCIAL OFFICER 07/2011 NA Y N 2234267KYLE-MITCHELL, CYNTHIA EILEEN I DIRECTOR; EXECUTIVE VICEPRESIDENT-OPERATIONS 09/2005 NA Y N xxx-xx-xxxxWOODRING, DANIEL AARON I EXECUTIVE VICE PRESIDENT ANDCHIEF COMPLIANCE OFFICER 01/2011 NA Y N 4028705MITCHELL, MELANIE JO I EXECUTIVE VICE PRESIDENT 12/2008 NA Y N xxx-xx-xxxxGEER, STACEY K I SECRETARY 08/2012 NA Y N 6113725NEMETZ, WILLIAM JAMES I EXECUTIVE VICE PRESIDENT 05/2014 NA Y N 4589878SUKIN, KAREN LYNN I EXECUTIVE VICE PRESIDENT ANDGENERAL COUNSEL 06/2015 NA Y N 6292138FENDLER, JEFFREY SCOTT I EXECUTIVE VICE PRESIDENT 08/2016 NA Y N 1241839MILLER, DEBORAH I EXECUTIVE VICE PRESIDENT 05/2010 NA Y N 3036949Schedule BIndirect Owners1.Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must firstcomplete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.2.Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:(a)in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or directthe sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence;or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.(b)in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upondissolution, or have contributed, 25% or more of the partnership's capital;(c)in the case of an owner that is a trust, the trust and each trustee; and(d)in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or havecontributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.3.Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) ofthe Exchange Act) is reached, no further ownership information need be given.4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner is an individual.5.Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders ormembers, the class of securities owned (if more than one is issued).6.Ownership codes are:C - 25% but less than 50%E - 75% or moreD - 50% but less than 75%F - Other (general partner, trustee, or elected manager)7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals: LastName, First Name, Middle Name)DE/FE/I Entity in WhichInterest isOwned Status Date StatusAcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA, INC.DE PRIMERICAFINANCECORPORATION SOLESHAREHOLDER 04/2010 E Y Y 27-1204330Schedule D - MiscellaneousYou may use the space below to explain a response to an Item or to provide any other information.Schedule R No Information FiledDRP PagesCRIMINAL DISCLOSURE REPORTING PAGE (ADV)No Information FiledREGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINANCIAL INDUSTRY REGULATORY AUTHORITY2.Principal Sanction:CensureOther Sanctions: $35,000 FINE3.Date Initiated (MM/DD/YYYY): 03/09/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20080154131015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:No ProductOther Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):RULE 17A-4 OF THE SECURITIES EXCHANGE ACT OF 1934, FINRA RULE 2010 AND NASD RULES 2110 AND 3110: PFS INVESTMENTS INC FAILED TORETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKET AS REQUIRED BY SEC RULE 17A-4(B)(4)8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: Acceptance, Waiver & Consent(AWC) 11.Resolution Date (MM/DD/YYYY): 03/09/2010 Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 35,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: $35,000 FINE PAID BY PFS INVESTMENTS INC. ON 03/23/2010. 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). PFS INVESTMENTS INC FAILED TO RETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKET AS REQUIRED BY SEC RULE 17A-4(B)(4). PFS INVESTMENTS INC CONSENTED TO SANCTIONS AND ENTRY OF FINDINGS, AGREED TO UNDERTAKE AND CORRECT DEFICIENCIES, AND AGREED THAT THE FIRM'S COMPLIANCE DIRECTOR WILL CERTIFY TO FINRA STAFF THAT DEFICIENCIES HAVE BEEN CORRECTED. GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1)11.C(2)11.C(3)11.C(4)11.C(5) 11.D(1)11.D(2)11.D(3)11.D(4)11.D(5) 11.E(1)11.E(2)11.E(3)11.E(4) 11.F.11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s)or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE No Information Filed This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC.(b)Primary business name of custodian:TD AMERITRADE, INC.(c)The location(s) of the custodian's office(s) responsible for custody of the assets :City:SAN DIEGO State:California Country:United States Yes No(d)Is the custodian a related person of your firm?(e)If the custodian is a broker-dealer, provide its SEC registration number (if any)8 - 23395(f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (ifany)(g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?$ 1,223,496,668Item 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANSIf you engage in that business under a different name, provide that name:PFS INVESTMENTS INC.Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest mayoccur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of youradvisory affiliates and any person that is under common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of abroker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of yourfirm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to completeSection 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. ofSchedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection withadvisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to therelated person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with therelated person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to yourclients(other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to beoperationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: PRIMERICA LIFE INSURANCE COMPANY2.Primary Business Name of Related Person: TERM LIFE INSURANCE3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome thepresumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not requiredto obtain a surprise examination for your clients' funds or securities that are maintained at the related person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the nextsentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exemptreporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must,instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabeticalcode, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code ordesignation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in whichconflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participationand interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisoryclient securities are sold to or bought from the brokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities forwhich you or any related person serves as underwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other thanthe receipt of sales commissions as a broker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party("soft dollar benefits") in connection with client securities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" undersection 28(e) of the Securities Exchange Act of 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for thefirm (cash or non-cash compensation in addition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any relatedperson) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or receivedfrom (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of clientreferrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under theInvestment Company Act of 1940) assets and about your custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory feesdirectly from your clients'accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you haveovercome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyou have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do notinclude the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets inconnection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyour related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the followingthat apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statementsare distributed to the investors in the pools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related personsare qualified custodians for client funds and securities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or preparean internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided thisinformation with respect to the private funds you advise in Section 7.B.(1) of Schedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independentunder rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your lastfiscal year, provide the date (MM/YYYY) the examination commenced: 09/2018F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,actas qualified custodians for your clients in connection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct ownersand executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reportedon either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?If yes, complete Section 10.A. of Schedule D.B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please complete Section 10.B. of Schedule D. SECTION 10.A. Control Persons No Information FiledSECTION 10.B. Control Person Public Reporting CompaniesB. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please provide the following information (you must complete a separate Schedule D Section 10.B. for each public reportingcompany):(1)Full legal name of the public reporting company:PRIMERICA, INC.(2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):147592Item 11 Disclosure InformationIn this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information todetermine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as aninvestment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more thanone of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under anumbrella registration.Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) allof your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten yearsfollowing the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit yourdisclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes ofcalculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminaryorders, judgments, or decrees lapsed.You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.Yes NoDo any of the events below involve you or any of your supervised persons?For "yes" answers to the following questions, complete a Criminal Action DRP:A. In the past ten years, have you or any advisory affiliate:Yes No(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?(2)been charged with any felony?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) tochargesthat are currently pending.B.In the past ten years, have you or any advisory affiliate:(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?(2)been charged with a misdemeanor listed in Item 11.B.(1)?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) tochargesthat are currently pending.For "yes" answers to the following questions, complete a Regulatory Action DRP:C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?(3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)entered an order against you or any advisory affiliate in connection with investment-related activity?(5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:(1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?(2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?(3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do businessdenied, suspended, revoked, or restricted?(4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?(5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisoryaffiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?E.Has any self-regulatory organization or commodities exchange ever:(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor ruleviolation" under a plan approved by the SEC)?(3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending youor the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked orsuspended?G.Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,11.D., or 11.E.?For "yes" answers to the following questions, complete a Civil Judicial Action DRP:H. (1)Has any domestic or foreign court:Yes No(a)in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?(b)ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?(c)ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by astate or foreign financial regulatory authority?(2)Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?Item 12 Small BusinessesThe SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determinewhether you meet the definition of "small business" or "small organization" under rule 0-7.Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assetsunder management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending acurrent state registration, or switching from SEC to state registration.For purposes of this Item 12 only:Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's totalassets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet withsubsidiaries included, if that amount is larger).Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, bycontract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percentor more of the profits, of another person is presumed to control the other person.Yes NoA. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?If "yes," you do not need to answer Items 12.B. and 12.C.B.Do you:(1)control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV)of $25 million or more on the last day of its most recent fiscal year?(2)control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscalyear?C.Are you:(1)controlled by or under common control with another investment adviser that had regulatory assets under management (calculated inresponse to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year?(2)controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on thelast day of its most recent fiscal year?Schedule ADirect Owners and Executive Officers1.Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executiveofficers. Use Schedule C to amend this information.2.Direct Owners and Executive Officers. List below the names of:(a)each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer isrequired if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similarstatus or functions;(b)if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are apublic reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of aclass of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild,parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharingthe same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase thesecurity.(c)if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, orhave contributed, 5% or more of your capital;(d)in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or hascontributed, 5% or more of your capital, the trust and each trustee; and(e)if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5%or more of your capital, and (ii) if managed by elected managers, all elected managers.3.Do you have any indirect owners to be reported on Schedule B? Yes No 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner or executive officer is an individual.5.Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, ormember; and for shareholders or members, the class of securities owned (if more than one is issued).6.Ownership codes are:NA - less than 5%B - 10% but less than 25%D - 50% but less than 75%A - 5% but less than 10%C - 25% but less than 50%E - 75% or more7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals:Last Name, First Name, MiddleName)DE/FE/I Title or Status Date Title orStatus AcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA FINANCE CORPORATION DE DIRECT OWNER 10/1995 E Y N 06-1200807SIEGEL, DAVID HOWARD I DIRECTOR AND PRESIDENT 01/2005 NA Y N xxx-xx-xxxxKELLY, WILLIAM ADDAMS I DIRECTOR AND CHIEF EXECUTIVEOFFICER 01/2005 NA Y N xxx-xx-xxxxWATTS, JOHN SIMMERMAN III I SENIOR VICE PRESIDENT ANDCHIEF COUNSEL 03/2005 NA Y N xxx-xx-xxxxGRUBENHOFF, SHARON KING I SENIOR VICE PRESIDENT,TREASURER, AND CHIEFFINANCIAL OFFICER 07/2011 NA Y N 2234267KYLE-MITCHELL, CYNTHIA EILEEN I DIRECTOR; EXECUTIVE VICEPRESIDENT-OPERATIONS 09/2005 NA Y N xxx-xx-xxxxWOODRING, DANIEL AARON I EXECUTIVE VICE PRESIDENT ANDCHIEF COMPLIANCE OFFICER 01/2011 NA Y N 4028705MITCHELL, MELANIE JO I EXECUTIVE VICE PRESIDENT 12/2008 NA Y N xxx-xx-xxxxGEER, STACEY K I SECRETARY 08/2012 NA Y N 6113725NEMETZ, WILLIAM JAMES I EXECUTIVE VICE PRESIDENT 05/2014 NA Y N 4589878SUKIN, KAREN LYNN I EXECUTIVE VICE PRESIDENT ANDGENERAL COUNSEL 06/2015 NA Y N 6292138FENDLER, JEFFREY SCOTT I EXECUTIVE VICE PRESIDENT 08/2016 NA Y N 1241839MILLER, DEBORAH I EXECUTIVE VICE PRESIDENT 05/2010 NA Y N 3036949Schedule BIndirect Owners1.Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must firstcomplete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.2.Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:(a)in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or directthe sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence;or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.(b)in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upondissolution, or have contributed, 25% or more of the partnership's capital;(c)in the case of an owner that is a trust, the trust and each trustee; and(d)in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or havecontributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.3.Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) ofthe Exchange Act) is reached, no further ownership information need be given.4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner is an individual.5.Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders ormembers, the class of securities owned (if more than one is issued).6.Ownership codes are:C - 25% but less than 50%E - 75% or moreD - 50% but less than 75%F - Other (general partner, trustee, or elected manager)7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals: LastName, First Name, Middle Name)DE/FE/I Entity in WhichInterest isOwned Status Date StatusAcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA, INC.DE PRIMERICAFINANCECORPORATION SOLESHAREHOLDER 04/2010 E Y Y 27-1204330Schedule D - MiscellaneousYou may use the space below to explain a response to an Item or to provide any other information.Schedule R No Information FiledDRP PagesCRIMINAL DISCLOSURE REPORTING PAGE (ADV)No Information FiledREGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINANCIAL INDUSTRY REGULATORY AUTHORITY2.Principal Sanction:CensureOther Sanctions: $35,000 FINE3.Date Initiated (MM/DD/YYYY): 03/09/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20080154131015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:No ProductOther Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):RULE 17A-4 OF THE SECURITIES EXCHANGE ACT OF 1934, FINRA RULE 2010 AND NASD RULES 2110 AND 3110: PFS INVESTMENTS INC FAILED TORETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKET AS REQUIRED BY SEC RULE 17A-4(B)(4)8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):03/09/2010 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 35,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: $35,000 FINE PAID BY PFS INVESTMENTS INC. ON 03/23/2010.13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).PFS INVESTMENTS INC FAILED TO RETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKETAS REQUIRED BY SEC RULE 17A-4(B)(4). PFS INVESTMENTS INC CONSENTED TO SANCTIONS AND ENTRY OF FINDINGS, AGREED TO UNDERTAKE ANDCORRECT DEFICIENCIES, AND AGREED THAT THE FIRM'S COMPLIANCE DIRECTOR WILL CERTIFY TO FINRA STAFF THAT DEFICIENCIES HAVE BEENCORRECTED.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINRA 2.Principal Sanction: Civil and Administrative Penalt(ies) /Fine(s) Other Sanctions: CENSURE UNDERTAKING 3.Date Initiated (MM/DD/YYYY): 03/15/2010 Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 2011025791201 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Mutual Fund(s) Other Product Types: VARIABLE ANNUITIES, 529 COLLEGE SAVINGS PLANS 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): FINRA ALLEGED PFSI DID NOT PROVIDE CERTAIN CUSTOMERS WITH COPIES OF ACCOUNT INFORMATION WITHIN 30 DAYS AFTER THE ACCOUNT BEING OPENED AND THAT PFSI'S INVESTOR PROFILE QUESTIONNAIRE HAD DEFICIENCIES AS TO CERTAIN PFSI CUSTOMERS WHO MADE SHORT-TERM INVESTMENTS IN MUTUAL FUNDS. WITHOUT ADMITTING OR DENYING THE ALLEGATIONS AND SOLELY FOR THE PURPOSES OF THAT FINRA PROCEEDING, PFSI ENTERED INTO AN AGREEMENT WITH FINRA ON THOSE MATTERS. 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: Acceptance, Waiver & Consent(AWC) 11.Resolution Date (MM/DD/YYYY): 08/30/2012 Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 100,000.00 (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC.(b)Primary business name of custodian:TD AMERITRADE, INC.(c)The location(s) of the custodian's office(s) responsible for custody of the assets :City:SAN DIEGO State:California Country:United States Yes No(d)Is the custodian a related person of your firm?(e)If the custodian is a broker-dealer, provide its SEC registration number (if any)8 - 23395(f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (ifany)(g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?$ 1,223,496,668Item 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANSIf you engage in that business under a different name, provide that name:PFS INVESTMENTS INC.Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest mayoccur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of youradvisory affiliates and any person that is under common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of abroker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of yourfirm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to completeSection 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. ofSchedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection withadvisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to therelated person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with therelated person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to yourclients(other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to beoperationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: PRIMERICA LIFE INSURANCE COMPANY2.Primary Business Name of Related Person: TERM LIFE INSURANCE3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome thepresumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not requiredto obtain a surprise examination for your clients' funds or securities that are maintained at the related person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the nextsentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exemptreporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must,instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabeticalcode, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code ordesignation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in whichconflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participationand interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisoryclient securities are sold to or bought from the brokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities forwhich you or any related person serves as underwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other thanthe receipt of sales commissions as a broker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party("soft dollar benefits") in connection with client securities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" undersection 28(e) of the Securities Exchange Act of 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for thefirm (cash or non-cash compensation in addition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any relatedperson) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or receivedfrom (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of clientreferrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under theInvestment Company Act of 1940) assets and about your custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory feesdirectly from your clients'accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you haveovercome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyou have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do notinclude the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets inconnection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyour related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the followingthat apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statementsare distributed to the investors in the pools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related personsare qualified custodians for client funds and securities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or preparean internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided thisinformation with respect to the private funds you advise in Section 7.B.(1) of Schedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independentunder rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your lastfiscal year, provide the date (MM/YYYY) the examination commenced: 09/2018F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,actas qualified custodians for your clients in connection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct ownersand executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reportedon either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?If yes, complete Section 10.A. of Schedule D.B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please complete Section 10.B. of Schedule D. SECTION 10.A. Control Persons No Information FiledSECTION 10.B. Control Person Public Reporting CompaniesB. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please provide the following information (you must complete a separate Schedule D Section 10.B. for each public reportingcompany):(1)Full legal name of the public reporting company:PRIMERICA, INC.(2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):147592Item 11 Disclosure InformationIn this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information todetermine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as aninvestment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more thanone of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under anumbrella registration.Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) allof your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten yearsfollowing the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit yourdisclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes ofcalculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminaryorders, judgments, or decrees lapsed.You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.Yes NoDo any of the events below involve you or any of your supervised persons?For "yes" answers to the following questions, complete a Criminal Action DRP:A. In the past ten years, have you or any advisory affiliate:Yes No(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?(2)been charged with any felony?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) tochargesthat are currently pending.B.In the past ten years, have you or any advisory affiliate:(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?(2)been charged with a misdemeanor listed in Item 11.B.(1)?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) tochargesthat are currently pending.For "yes" answers to the following questions, complete a Regulatory Action DRP:C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?(3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)entered an order against you or any advisory affiliate in connection with investment-related activity?(5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:(1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?(2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?(3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do businessdenied, suspended, revoked, or restricted?(4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?(5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisoryaffiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?E.Has any self-regulatory organization or commodities exchange ever:(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor ruleviolation" under a plan approved by the SEC)?(3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending youor the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked orsuspended?G.Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,11.D., or 11.E.?For "yes" answers to the following questions, complete a Civil Judicial Action DRP:H. (1)Has any domestic or foreign court:Yes No(a)in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?(b)ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?(c)ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by astate or foreign financial regulatory authority?(2)Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?Item 12 Small BusinessesThe SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determinewhether you meet the definition of "small business" or "small organization" under rule 0-7.Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assetsunder management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending acurrent state registration, or switching from SEC to state registration.For purposes of this Item 12 only:Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's totalassets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet withsubsidiaries included, if that amount is larger).Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, bycontract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percentor more of the profits, of another person is presumed to control the other person.Yes NoA. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?If "yes," you do not need to answer Items 12.B. and 12.C.B.Do you:(1)control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV)of $25 million or more on the last day of its most recent fiscal year?(2)control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscalyear?C.Are you:(1)controlled by or under common control with another investment adviser that had regulatory assets under management (calculated inresponse to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year?(2)controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on thelast day of its most recent fiscal year?Schedule ADirect Owners and Executive Officers1.Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executiveofficers. Use Schedule C to amend this information.2.Direct Owners and Executive Officers. List below the names of:(a)each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer isrequired if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similarstatus or functions;(b)if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are apublic reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of aclass of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild,parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharingthe same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase thesecurity.(c)if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, orhave contributed, 5% or more of your capital;(d)in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or hascontributed, 5% or more of your capital, the trust and each trustee; and(e)if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5%or more of your capital, and (ii) if managed by elected managers, all elected managers.3.Do you have any indirect owners to be reported on Schedule B? Yes No 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner or executive officer is an individual.5.Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, ormember; and for shareholders or members, the class of securities owned (if more than one is issued).6.Ownership codes are:NA - less than 5%B - 10% but less than 25%D - 50% but less than 75%A - 5% but less than 10%C - 25% but less than 50%E - 75% or more7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals:Last Name, First Name, MiddleName)DE/FE/I Title or Status Date Title orStatus AcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA FINANCE CORPORATION DE DIRECT OWNER 10/1995 E Y N 06-1200807SIEGEL, DAVID HOWARD I DIRECTOR AND PRESIDENT 01/2005 NA Y N xxx-xx-xxxxKELLY, WILLIAM ADDAMS I DIRECTOR AND CHIEF EXECUTIVEOFFICER 01/2005 NA Y N xxx-xx-xxxxWATTS, JOHN SIMMERMAN III I SENIOR VICE PRESIDENT ANDCHIEF COUNSEL 03/2005 NA Y N xxx-xx-xxxxGRUBENHOFF, SHARON KING I SENIOR VICE PRESIDENT,TREASURER, AND CHIEFFINANCIAL OFFICER 07/2011 NA Y N 2234267KYLE-MITCHELL, CYNTHIA EILEEN I DIRECTOR; EXECUTIVE VICEPRESIDENT-OPERATIONS 09/2005 NA Y N xxx-xx-xxxxWOODRING, DANIEL AARON I EXECUTIVE VICE PRESIDENT ANDCHIEF COMPLIANCE OFFICER 01/2011 NA Y N 4028705MITCHELL, MELANIE JO I EXECUTIVE VICE PRESIDENT 12/2008 NA Y N xxx-xx-xxxxGEER, STACEY K I SECRETARY 08/2012 NA Y N 6113725NEMETZ, WILLIAM JAMES I EXECUTIVE VICE PRESIDENT 05/2014 NA Y N 4589878SUKIN, KAREN LYNN I EXECUTIVE VICE PRESIDENT ANDGENERAL COUNSEL 06/2015 NA Y N 6292138FENDLER, JEFFREY SCOTT I EXECUTIVE VICE PRESIDENT 08/2016 NA Y N 1241839MILLER, DEBORAH I EXECUTIVE VICE PRESIDENT 05/2010 NA Y N 3036949Schedule BIndirect Owners1.Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must firstcomplete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.2.Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:(a)in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or directthe sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence;or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.(b)in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upondissolution, or have contributed, 25% or more of the partnership's capital;(c)in the case of an owner that is a trust, the trust and each trustee; and(d)in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or havecontributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.3.Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) ofthe Exchange Act) is reached, no further ownership information need be given.4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner is an individual.5.Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders ormembers, the class of securities owned (if more than one is issued).6.Ownership codes are:C - 25% but less than 50%E - 75% or moreD - 50% but less than 75%F - Other (general partner, trustee, or elected manager)7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals: LastName, First Name, Middle Name)DE/FE/I Entity in WhichInterest isOwned Status Date StatusAcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA, INC.DE PRIMERICAFINANCECORPORATION SOLESHAREHOLDER 04/2010 E Y Y 27-1204330Schedule D - MiscellaneousYou may use the space below to explain a response to an Item or to provide any other information.Schedule R No Information FiledDRP PagesCRIMINAL DISCLOSURE REPORTING PAGE (ADV)No Information FiledREGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINANCIAL INDUSTRY REGULATORY AUTHORITY2.Principal Sanction:CensureOther Sanctions: $35,000 FINE3.Date Initiated (MM/DD/YYYY): 03/09/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20080154131015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:No ProductOther Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):RULE 17A-4 OF THE SECURITIES EXCHANGE ACT OF 1934, FINRA RULE 2010 AND NASD RULES 2110 AND 3110: PFS INVESTMENTS INC FAILED TORETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKET AS REQUIRED BY SEC RULE 17A-4(B)(4)8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):03/09/2010 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 35,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: $35,000 FINE PAID BY PFS INVESTMENTS INC. ON 03/23/2010.13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).PFS INVESTMENTS INC FAILED TO RETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKETAS REQUIRED BY SEC RULE 17A-4(B)(4). PFS INVESTMENTS INC CONSENTED TO SANCTIONS AND ENTRY OF FINDINGS, AGREED TO UNDERTAKE ANDCORRECT DEFICIENCIES, AND AGREED THAT THE FIRM'S COMPLIANCE DIRECTOR WILL CERTIFY TO FINRA STAFF THAT DEFICIENCIES HAVE BEENCORRECTED.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINRA2.Principal Sanction:Civil and Administrative Penalt(ies) /Fine(s)Other Sanctions: CENSURE UNDERTAKING3.Date Initiated (MM/DD/YYYY): 03/15/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20110257912015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Mutual Fund(s)Other Product Types: VARIABLE ANNUITIES, 529 COLLEGE SAVINGS PLANS7.Describe the allegations related to this regulatory action (your response must fit within the space provided):FINRA ALLEGED PFSI DID NOT PROVIDE CERTAIN CUSTOMERS WITH COPIES OF ACCOUNT INFORMATION WITHIN 30 DAYS AFTER THE ACCOUNT BEINGOPENED AND THAT PFSI'S INVESTOR PROFILE QUESTIONNAIRE HAD DEFICIENCIES AS TO CERTAIN PFSI CUSTOMERS WHO MADE SHORT-TERMINVESTMENTS IN MUTUAL FUNDS. WITHOUT ADMITTING OR DENYING THE ALLEGATIONS AND SOLELY FOR THE PURPOSES OF THAT FINRA PROCEEDING,PFSI ENTERED INTO AN AGREEMENT WITH FINRA ON THOSE MATTERS.8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):08/30/2012 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 100,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: UNDERTAKING Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: $100,000 FINE PAID 9/17/2012. NONE WAIVED. 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). FINE HAS BEEN PAID. REQUIRED UNDERTAKING TO CORRECT ISSUES CITED IN AWC IS DUE 90 DAYS AFTER DATE OF THE AWC. A REGISTERED PRINCIPAL OF PFSI MUST CERTIFY IN WRITING TO FINRA'S ATLANTA DISTRICT OFFICE THAT THE DEFICIENCIES NOTED IN THE AWC HAVE BEEN CORRECTED. GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1)11.C(2)11.C(3)11.C(4)11.C(5) 11.D(1)11.D(2)11.D(3)11.D(4)11.D(5) 11.E(1)11.E(2)11.E(3)11.E(4) 11.F.11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s)or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE No Information Filed This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC.(b)Primary business name of custodian:TD AMERITRADE, INC.(c)The location(s) of the custodian's office(s) responsible for custody of the assets :City:SAN DIEGO State:California Country:United States Yes No(d)Is the custodian a related person of your firm?(e)If the custodian is a broker-dealer, provide its SEC registration number (if any)8 - 23395(f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (ifany)(g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?$ 1,223,496,668Item 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANSIf you engage in that business under a different name, provide that name:PFS INVESTMENTS INC.Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest mayoccur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of youradvisory affiliates and any person that is under common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of abroker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of yourfirm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to completeSection 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. ofSchedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection withadvisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to therelated person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with therelated person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to yourclients(other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to beoperationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: PRIMERICA LIFE INSURANCE COMPANY2.Primary Business Name of Related Person: TERM LIFE INSURANCE3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome thepresumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not requiredto obtain a surprise examination for your clients' funds or securities that are maintained at the related person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the nextsentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exemptreporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must,instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabeticalcode, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code ordesignation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in whichconflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participationand interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisoryclient securities are sold to or bought from the brokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities forwhich you or any related person serves as underwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other thanthe receipt of sales commissions as a broker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party("soft dollar benefits") in connection with client securities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" undersection 28(e) of the Securities Exchange Act of 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for thefirm (cash or non-cash compensation in addition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any relatedperson) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or receivedfrom (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of clientreferrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under theInvestment Company Act of 1940) assets and about your custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory feesdirectly from your clients'accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you haveovercome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyou have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do notinclude the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets inconnection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyour related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the followingthat apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statementsare distributed to the investors in the pools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related personsare qualified custodians for client funds and securities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or preparean internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided thisinformation with respect to the private funds you advise in Section 7.B.(1) of Schedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independentunder rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your lastfiscal year, provide the date (MM/YYYY) the examination commenced: 09/2018F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,actas qualified custodians for your clients in connection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct ownersand executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reportedon either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?If yes, complete Section 10.A. of Schedule D.B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please complete Section 10.B. of Schedule D. SECTION 10.A. Control Persons No Information FiledSECTION 10.B. Control Person Public Reporting CompaniesB. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please provide the following information (you must complete a separate Schedule D Section 10.B. for each public reportingcompany):(1)Full legal name of the public reporting company:PRIMERICA, INC.(2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):147592Item 11 Disclosure InformationIn this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information todetermine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as aninvestment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more thanone of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under anumbrella registration.Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) allof your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten yearsfollowing the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit yourdisclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes ofcalculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminaryorders, judgments, or decrees lapsed.You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.Yes NoDo any of the events below involve you or any of your supervised persons?For "yes" answers to the following questions, complete a Criminal Action DRP:A. In the past ten years, have you or any advisory affiliate:Yes No(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?(2)been charged with any felony?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) tochargesthat are currently pending.B.In the past ten years, have you or any advisory affiliate:(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?(2)been charged with a misdemeanor listed in Item 11.B.(1)?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) tochargesthat are currently pending.For "yes" answers to the following questions, complete a Regulatory Action DRP:C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?(3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)entered an order against you or any advisory affiliate in connection with investment-related activity?(5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:(1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?(2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?(3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do businessdenied, suspended, revoked, or restricted?(4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?(5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisoryaffiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?E.Has any self-regulatory organization or commodities exchange ever:(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor ruleviolation" under a plan approved by the SEC)?(3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending youor the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked orsuspended?G.Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,11.D., or 11.E.?For "yes" answers to the following questions, complete a Civil Judicial Action DRP:H. (1)Has any domestic or foreign court:Yes No(a)in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?(b)ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?(c)ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by astate or foreign financial regulatory authority?(2)Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?Item 12 Small BusinessesThe SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determinewhether you meet the definition of "small business" or "small organization" under rule 0-7.Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assetsunder management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending acurrent state registration, or switching from SEC to state registration.For purposes of this Item 12 only:Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's totalassets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet withsubsidiaries included, if that amount is larger).Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, bycontract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percentor more of the profits, of another person is presumed to control the other person.Yes NoA. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?If "yes," you do not need to answer Items 12.B. and 12.C.B.Do you:(1)control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV)of $25 million or more on the last day of its most recent fiscal year?(2)control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscalyear?C.Are you:(1)controlled by or under common control with another investment adviser that had regulatory assets under management (calculated inresponse to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year?(2)controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on thelast day of its most recent fiscal year?Schedule ADirect Owners and Executive Officers1.Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executiveofficers. Use Schedule C to amend this information.2.Direct Owners and Executive Officers. List below the names of:(a)each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer isrequired if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similarstatus or functions;(b)if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are apublic reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of aclass of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild,parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharingthe same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase thesecurity.(c)if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, orhave contributed, 5% or more of your capital;(d)in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or hascontributed, 5% or more of your capital, the trust and each trustee; and(e)if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5%or more of your capital, and (ii) if managed by elected managers, all elected managers.3.Do you have any indirect owners to be reported on Schedule B? Yes No 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner or executive officer is an individual.5.Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, ormember; and for shareholders or members, the class of securities owned (if more than one is issued).6.Ownership codes are:NA - less than 5%B - 10% but less than 25%D - 50% but less than 75%A - 5% but less than 10%C - 25% but less than 50%E - 75% or more7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals:Last Name, First Name, MiddleName)DE/FE/I Title or Status Date Title orStatus AcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA FINANCE CORPORATION DE DIRECT OWNER 10/1995 E Y N 06-1200807SIEGEL, DAVID HOWARD I DIRECTOR AND PRESIDENT 01/2005 NA Y N xxx-xx-xxxxKELLY, WILLIAM ADDAMS I DIRECTOR AND CHIEF EXECUTIVEOFFICER 01/2005 NA Y N xxx-xx-xxxxWATTS, JOHN SIMMERMAN III I SENIOR VICE PRESIDENT ANDCHIEF COUNSEL 03/2005 NA Y N xxx-xx-xxxxGRUBENHOFF, SHARON KING I SENIOR VICE PRESIDENT,TREASURER, AND CHIEFFINANCIAL OFFICER 07/2011 NA Y N 2234267KYLE-MITCHELL, CYNTHIA EILEEN I DIRECTOR; EXECUTIVE VICEPRESIDENT-OPERATIONS 09/2005 NA Y N xxx-xx-xxxxWOODRING, DANIEL AARON I EXECUTIVE VICE PRESIDENT ANDCHIEF COMPLIANCE OFFICER 01/2011 NA Y N 4028705MITCHELL, MELANIE JO I EXECUTIVE VICE PRESIDENT 12/2008 NA Y N xxx-xx-xxxxGEER, STACEY K I SECRETARY 08/2012 NA Y N 6113725NEMETZ, WILLIAM JAMES I EXECUTIVE VICE PRESIDENT 05/2014 NA Y N 4589878SUKIN, KAREN LYNN I EXECUTIVE VICE PRESIDENT ANDGENERAL COUNSEL 06/2015 NA Y N 6292138FENDLER, JEFFREY SCOTT I EXECUTIVE VICE PRESIDENT 08/2016 NA Y N 1241839MILLER, DEBORAH I EXECUTIVE VICE PRESIDENT 05/2010 NA Y N 3036949Schedule BIndirect Owners1.Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must firstcomplete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.2.Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:(a)in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or directthe sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence;or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.(b)in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upondissolution, or have contributed, 25% or more of the partnership's capital;(c)in the case of an owner that is a trust, the trust and each trustee; and(d)in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or havecontributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.3.Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) ofthe Exchange Act) is reached, no further ownership information need be given.4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner is an individual.5.Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders ormembers, the class of securities owned (if more than one is issued).6.Ownership codes are:C - 25% but less than 50%E - 75% or moreD - 50% but less than 75%F - Other (general partner, trustee, or elected manager)7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals: LastName, First Name, Middle Name)DE/FE/I Entity in WhichInterest isOwned Status Date StatusAcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA, INC.DE PRIMERICAFINANCECORPORATION SOLESHAREHOLDER 04/2010 E Y Y 27-1204330Schedule D - MiscellaneousYou may use the space below to explain a response to an Item or to provide any other information.Schedule R No Information FiledDRP PagesCRIMINAL DISCLOSURE REPORTING PAGE (ADV)No Information FiledREGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINANCIAL INDUSTRY REGULATORY AUTHORITY2.Principal Sanction:CensureOther Sanctions: $35,000 FINE3.Date Initiated (MM/DD/YYYY): 03/09/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20080154131015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:No ProductOther Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):RULE 17A-4 OF THE SECURITIES EXCHANGE ACT OF 1934, FINRA RULE 2010 AND NASD RULES 2110 AND 3110: PFS INVESTMENTS INC FAILED TORETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKET AS REQUIRED BY SEC RULE 17A-4(B)(4)8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):03/09/2010 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 35,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: $35,000 FINE PAID BY PFS INVESTMENTS INC. ON 03/23/2010.13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).PFS INVESTMENTS INC FAILED TO RETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKETAS REQUIRED BY SEC RULE 17A-4(B)(4). PFS INVESTMENTS INC CONSENTED TO SANCTIONS AND ENTRY OF FINDINGS, AGREED TO UNDERTAKE ANDCORRECT DEFICIENCIES, AND AGREED THAT THE FIRM'S COMPLIANCE DIRECTOR WILL CERTIFY TO FINRA STAFF THAT DEFICIENCIES HAVE BEENCORRECTED.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINRA2.Principal Sanction:Civil and Administrative Penalt(ies) /Fine(s)Other Sanctions: CENSURE UNDERTAKING3.Date Initiated (MM/DD/YYYY): 03/15/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20110257912015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Mutual Fund(s)Other Product Types: VARIABLE ANNUITIES, 529 COLLEGE SAVINGS PLANS7.Describe the allegations related to this regulatory action (your response must fit within the space provided):FINRA ALLEGED PFSI DID NOT PROVIDE CERTAIN CUSTOMERS WITH COPIES OF ACCOUNT INFORMATION WITHIN 30 DAYS AFTER THE ACCOUNT BEINGOPENED AND THAT PFSI'S INVESTOR PROFILE QUESTIONNAIRE HAD DEFICIENCIES AS TO CERTAIN PFSI CUSTOMERS WHO MADE SHORT-TERMINVESTMENTS IN MUTUAL FUNDS. WITHOUT ADMITTING OR DENYING THE ALLEGATIONS AND SOLELY FOR THE PURPOSES OF THAT FINRA PROCEEDING,PFSI ENTERED INTO AN AGREEMENT WITH FINRA ON THOSE MATTERS.8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):08/30/2012 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 100,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:UNDERTAKINGSanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: $100,000 FINE PAID 9/17/2012. NONE WAIVED.13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).FINE HAS BEEN PAID. REQUIRED UNDERTAKING TO CORRECT ISSUES CITED IN AWC IS DUE 90 DAYS AFTER DATE OF THE AWC. A REGISTEREDPRINCIPAL OF PFSI MUST CERTIFY IN WRITING TO FINRA'S ATLANTA DISTRICT OFFICE THAT THE DEFICIENCIES NOTED IN THE AWC HAVE BEENCORRECTED.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) STATE OF NEVADA, OFFICE OF THE SECRETARY OF STATE, SECURITIES DIVISION 2.Principal Sanction: Civil and Administrative Penalt(ies) /Fine(s) Other Sanctions: PAY COSTS OF INVESTIGATION AND ATTORNEY FEES 3.Date Initiated (MM/DD/YYYY): 06/28/2012 Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: C112-126-MCF 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: No Product Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): PFSI ACCEPTED A REGISTERED REPRESENTATIVE'S CHARACTERIZATION OF HIS ROLE WITH A COMPANY AS A PASSIVE INVESTMENT WHEN IT HAD EVOLVED OVER TIME. PFSI DID NOT HAVE A PROCEDURE REQUIRING ITS REPRESENTATIVES TO DISCLOSE TO THE FIRM COMPENSATION RECEIVED FROM OUTSIDE MOTIVATIONAL SPEAKERS IN CONNECTION WITH SEMINARS THAT PRIMERICA REPRESENTATIVES MUST PAY A FEE TO ATTEND. 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: Consent 11.Resolution Date (MM/DD/YYYY): 06/28/2013 Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 9,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: 1.) PAYMENT OF $20,000 TO REIMBURSE THE DIVISION FOR INVESTIGATORY TIME AND COSTS. 2.) PAYMENT OF $20,000 TO REIMBURSE THE DIVISION FOR ATTORNEY'S FEES AND COSTS. 3.) PAYMENT OF $1,000 FOR INSPECTION OF RECORDS. 4.) CONDUCT TRAINING FOR PFSI'S REGISTERED REPRESENTATIVES IN NEVADA. 5.) AMEND PFSI MANUAL Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: PAYMENT OF $50,000 MADE ON 06/28/2013 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC.(b)Primary business name of custodian:TD AMERITRADE, INC.(c)The location(s) of the custodian's office(s) responsible for custody of the assets :City:SAN DIEGO State:California Country:United States Yes No(d)Is the custodian a related person of your firm?(e)If the custodian is a broker-dealer, provide its SEC registration number (if any)8 - 23395(f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (ifany)(g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?$ 1,223,496,668Item 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANSIf you engage in that business under a different name, provide that name:PFS INVESTMENTS INC.Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest mayoccur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of youradvisory affiliates and any person that is under common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of abroker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of yourfirm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to completeSection 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. ofSchedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection withadvisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to therelated person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with therelated person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to yourclients(other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to beoperationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: PRIMERICA LIFE INSURANCE COMPANY2.Primary Business Name of Related Person: TERM LIFE INSURANCE3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome thepresumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not requiredto obtain a surprise examination for your clients' funds or securities that are maintained at the related person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the nextsentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exemptreporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must,instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabeticalcode, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code ordesignation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in whichconflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participationand interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisoryclient securities are sold to or bought from the brokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities forwhich you or any related person serves as underwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other thanthe receipt of sales commissions as a broker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party("soft dollar benefits") in connection with client securities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" undersection 28(e) of the Securities Exchange Act of 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for thefirm (cash or non-cash compensation in addition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any relatedperson) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or receivedfrom (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of clientreferrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under theInvestment Company Act of 1940) assets and about your custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory feesdirectly from your clients'accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you haveovercome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyou have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do notinclude the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets inconnection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyour related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the followingthat apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statementsare distributed to the investors in the pools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related personsare qualified custodians for client funds and securities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or preparean internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided thisinformation with respect to the private funds you advise in Section 7.B.(1) of Schedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independentunder rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your lastfiscal year, provide the date (MM/YYYY) the examination commenced: 09/2018F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,actas qualified custodians for your clients in connection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct ownersand executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reportedon either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?If yes, complete Section 10.A. of Schedule D.B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please complete Section 10.B. of Schedule D. SECTION 10.A. Control Persons No Information FiledSECTION 10.B. Control Person Public Reporting CompaniesB. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please provide the following information (you must complete a separate Schedule D Section 10.B. for each public reportingcompany):(1)Full legal name of the public reporting company:PRIMERICA, INC.(2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):147592Item 11 Disclosure InformationIn this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information todetermine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as aninvestment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more thanone of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under anumbrella registration.Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) allof your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten yearsfollowing the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit yourdisclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes ofcalculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminaryorders, judgments, or decrees lapsed.You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.Yes NoDo any of the events below involve you or any of your supervised persons?For "yes" answers to the following questions, complete a Criminal Action DRP:A. In the past ten years, have you or any advisory affiliate:Yes No(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?(2)been charged with any felony?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) tochargesthat are currently pending.B.In the past ten years, have you or any advisory affiliate:(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?(2)been charged with a misdemeanor listed in Item 11.B.(1)?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) tochargesthat are currently pending.For "yes" answers to the following questions, complete a Regulatory Action DRP:C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?(3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)entered an order against you or any advisory affiliate in connection with investment-related activity?(5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:(1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?(2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?(3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do businessdenied, suspended, revoked, or restricted?(4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?(5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisoryaffiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?E.Has any self-regulatory organization or commodities exchange ever:(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor ruleviolation" under a plan approved by the SEC)?(3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending youor the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked orsuspended?G.Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,11.D., or 11.E.?For "yes" answers to the following questions, complete a Civil Judicial Action DRP:H. (1)Has any domestic or foreign court:Yes No(a)in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?(b)ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?(c)ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by astate or foreign financial regulatory authority?(2)Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?Item 12 Small BusinessesThe SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determinewhether you meet the definition of "small business" or "small organization" under rule 0-7.Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assetsunder management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending acurrent state registration, or switching from SEC to state registration.For purposes of this Item 12 only:Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's totalassets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet withsubsidiaries included, if that amount is larger).Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, bycontract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percentor more of the profits, of another person is presumed to control the other person.Yes NoA. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?If "yes," you do not need to answer Items 12.B. and 12.C.B.Do you:(1)control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV)of $25 million or more on the last day of its most recent fiscal year?(2)control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscalyear?C.Are you:(1)controlled by or under common control with another investment adviser that had regulatory assets under management (calculated inresponse to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year?(2)controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on thelast day of its most recent fiscal year?Schedule ADirect Owners and Executive Officers1.Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executiveofficers. Use Schedule C to amend this information.2.Direct Owners and Executive Officers. List below the names of:(a)each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer isrequired if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similarstatus or functions;(b)if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are apublic reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of aclass of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild,parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharingthe same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase thesecurity.(c)if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, orhave contributed, 5% or more of your capital;(d)in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or hascontributed, 5% or more of your capital, the trust and each trustee; and(e)if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5%or more of your capital, and (ii) if managed by elected managers, all elected managers.3.Do you have any indirect owners to be reported on Schedule B? Yes No 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner or executive officer is an individual.5.Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, ormember; and for shareholders or members, the class of securities owned (if more than one is issued).6.Ownership codes are:NA - less than 5%B - 10% but less than 25%D - 50% but less than 75%A - 5% but less than 10%C - 25% but less than 50%E - 75% or more7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals:Last Name, First Name, MiddleName)DE/FE/I Title or Status Date Title orStatus AcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA FINANCE CORPORATION DE DIRECT OWNER 10/1995 E Y N 06-1200807SIEGEL, DAVID HOWARD I DIRECTOR AND PRESIDENT 01/2005 NA Y N xxx-xx-xxxxKELLY, WILLIAM ADDAMS I DIRECTOR AND CHIEF EXECUTIVEOFFICER 01/2005 NA Y N xxx-xx-xxxxWATTS, JOHN SIMMERMAN III I SENIOR VICE PRESIDENT ANDCHIEF COUNSEL 03/2005 NA Y N xxx-xx-xxxxGRUBENHOFF, SHARON KING I SENIOR VICE PRESIDENT,TREASURER, AND CHIEFFINANCIAL OFFICER 07/2011 NA Y N 2234267KYLE-MITCHELL, CYNTHIA EILEEN I DIRECTOR; EXECUTIVE VICEPRESIDENT-OPERATIONS 09/2005 NA Y N xxx-xx-xxxxWOODRING, DANIEL AARON I EXECUTIVE VICE PRESIDENT ANDCHIEF COMPLIANCE OFFICER 01/2011 NA Y N 4028705MITCHELL, MELANIE JO I EXECUTIVE VICE PRESIDENT 12/2008 NA Y N xxx-xx-xxxxGEER, STACEY K I SECRETARY 08/2012 NA Y N 6113725NEMETZ, WILLIAM JAMES I EXECUTIVE VICE PRESIDENT 05/2014 NA Y N 4589878SUKIN, KAREN LYNN I EXECUTIVE VICE PRESIDENT ANDGENERAL COUNSEL 06/2015 NA Y N 6292138FENDLER, JEFFREY SCOTT I EXECUTIVE VICE PRESIDENT 08/2016 NA Y N 1241839MILLER, DEBORAH I EXECUTIVE VICE PRESIDENT 05/2010 NA Y N 3036949Schedule BIndirect Owners1.Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must firstcomplete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.2.Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:(a)in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or directthe sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence;or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.(b)in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upondissolution, or have contributed, 25% or more of the partnership's capital;(c)in the case of an owner that is a trust, the trust and each trustee; and(d)in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or havecontributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.3.Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) ofthe Exchange Act) is reached, no further ownership information need be given.4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner is an individual.5.Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders ormembers, the class of securities owned (if more than one is issued).6.Ownership codes are:C - 25% but less than 50%E - 75% or moreD - 50% but less than 75%F - Other (general partner, trustee, or elected manager)7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals: LastName, First Name, Middle Name)DE/FE/I Entity in WhichInterest isOwned Status Date StatusAcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA, INC.DE PRIMERICAFINANCECORPORATION SOLESHAREHOLDER 04/2010 E Y Y 27-1204330Schedule D - MiscellaneousYou may use the space below to explain a response to an Item or to provide any other information.Schedule R No Information FiledDRP PagesCRIMINAL DISCLOSURE REPORTING PAGE (ADV)No Information FiledREGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINANCIAL INDUSTRY REGULATORY AUTHORITY2.Principal Sanction:CensureOther Sanctions: $35,000 FINE3.Date Initiated (MM/DD/YYYY): 03/09/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20080154131015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:No ProductOther Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):RULE 17A-4 OF THE SECURITIES EXCHANGE ACT OF 1934, FINRA RULE 2010 AND NASD RULES 2110 AND 3110: PFS INVESTMENTS INC FAILED TORETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKET AS REQUIRED BY SEC RULE 17A-4(B)(4)8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):03/09/2010 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 35,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: $35,000 FINE PAID BY PFS INVESTMENTS INC. ON 03/23/2010.13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).PFS INVESTMENTS INC FAILED TO RETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKETAS REQUIRED BY SEC RULE 17A-4(B)(4). PFS INVESTMENTS INC CONSENTED TO SANCTIONS AND ENTRY OF FINDINGS, AGREED TO UNDERTAKE ANDCORRECT DEFICIENCIES, AND AGREED THAT THE FIRM'S COMPLIANCE DIRECTOR WILL CERTIFY TO FINRA STAFF THAT DEFICIENCIES HAVE BEENCORRECTED.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINRA2.Principal Sanction:Civil and Administrative Penalt(ies) /Fine(s)Other Sanctions: CENSURE UNDERTAKING3.Date Initiated (MM/DD/YYYY): 03/15/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20110257912015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Mutual Fund(s)Other Product Types: VARIABLE ANNUITIES, 529 COLLEGE SAVINGS PLANS7.Describe the allegations related to this regulatory action (your response must fit within the space provided):FINRA ALLEGED PFSI DID NOT PROVIDE CERTAIN CUSTOMERS WITH COPIES OF ACCOUNT INFORMATION WITHIN 30 DAYS AFTER THE ACCOUNT BEINGOPENED AND THAT PFSI'S INVESTOR PROFILE QUESTIONNAIRE HAD DEFICIENCIES AS TO CERTAIN PFSI CUSTOMERS WHO MADE SHORT-TERMINVESTMENTS IN MUTUAL FUNDS. WITHOUT ADMITTING OR DENYING THE ALLEGATIONS AND SOLELY FOR THE PURPOSES OF THAT FINRA PROCEEDING,PFSI ENTERED INTO AN AGREEMENT WITH FINRA ON THOSE MATTERS.8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):08/30/2012 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 100,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:UNDERTAKINGSanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: $100,000 FINE PAID 9/17/2012. NONE WAIVED.13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).FINE HAS BEEN PAID. REQUIRED UNDERTAKING TO CORRECT ISSUES CITED IN AWC IS DUE 90 DAYS AFTER DATE OF THE AWC. A REGISTEREDPRINCIPAL OF PFSI MUST CERTIFY IN WRITING TO FINRA'S ATLANTA DISTRICT OFFICE THAT THE DEFICIENCIES NOTED IN THE AWC HAVE BEENCORRECTED.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) STATE OF NEVADA, OFFICE OF THE SECRETARY OF STATE, SECURITIES DIVISION2.Principal Sanction:Civil and Administrative Penalt(ies) /Fine(s)Other Sanctions: PAY COSTS OF INVESTIGATION AND ATTORNEY FEES3.Date Initiated (MM/DD/YYYY): 06/28/2012 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:C112-126-MCF5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:No ProductOther Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):PFSI ACCEPTED A REGISTERED REPRESENTATIVE'S CHARACTERIZATION OF HIS ROLE WITH A COMPANY AS A PASSIVE INVESTMENT WHEN IT HADEVOLVED OVER TIME. PFSI DID NOT HAVE A PROCEDURE REQUIRING ITS REPRESENTATIVES TO DISCLOSE TO THE FIRM COMPENSATION RECEIVEDFROM OUTSIDE MOTIVATIONAL SPEAKERS IN CONNECTION WITH SEMINARS THAT PRIMERICA REPRESENTATIVES MUST PAY A FEE TO ATTEND.8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Consent11.Resolution Date (MM/DD/YYYY):06/28/2013 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 9,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:1.) PAYMENT OF $20,000 TO REIMBURSE THE DIVISION FOR INVESTIGATORY TIME AND COSTS. 2.) PAYMENT OF $20,000 TO REIMBURSE THEDIVISION FOR ATTORNEY'S FEES AND COSTS. 3.) PAYMENT OF $1,000 FOR INSPECTION OF RECORDS. 4.) CONDUCT TRAINING FOR PFSI'SREGISTERED REPRESENTATIVES IN NEVADA. 5.) AMEND PFSI MANUALSanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: PAYMENT OF $50,000 MADE ON 06/28/201313.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).PFSI MANUAL WILL BE AMENDED WITH 60 DAYS OF THE ORDER. TRAINING WILL BE CONDUCTED WITHIN 60 DAYS OF THE ORDER. GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1)11.C(2)11.C(3)11.C(4)11.C(5) 11.D(1)11.D(2)11.D(3)11.D(4)11.D(5) 11.E(1)11.E(2)11.E(3)11.E(4) 11.F.11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s)or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number: 5251458 This advisory affiliate is a Firm an Individual Registered:Yes No Name:TUGGLE, JAMEY, SEAN (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction: Other Sanctions: (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC.(b)Primary business name of custodian:TD AMERITRADE, INC.(c)The location(s) of the custodian's office(s) responsible for custody of the assets :City:SAN DIEGO State:California Country:United States Yes No(d)Is the custodian a related person of your firm?(e)If the custodian is a broker-dealer, provide its SEC registration number (if any)8 - 23395(f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (ifany)(g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?$ 1,223,496,668Item 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANSIf you engage in that business under a different name, provide that name:PFS INVESTMENTS INC.Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest mayoccur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of youradvisory affiliates and any person that is under common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of abroker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of yourfirm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to completeSection 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. ofSchedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection withadvisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to therelated person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with therelated person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to yourclients(other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to beoperationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: PRIMERICA LIFE INSURANCE COMPANY2.Primary Business Name of Related Person: TERM LIFE INSURANCE3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome thepresumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not requiredto obtain a surprise examination for your clients' funds or securities that are maintained at the related person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the nextsentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exemptreporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must,instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabeticalcode, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code ordesignation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in whichconflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participationand interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisoryclient securities are sold to or bought from the brokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities forwhich you or any related person serves as underwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other thanthe receipt of sales commissions as a broker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party("soft dollar benefits") in connection with client securities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" undersection 28(e) of the Securities Exchange Act of 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for thefirm (cash or non-cash compensation in addition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any relatedperson) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or receivedfrom (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of clientreferrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under theInvestment Company Act of 1940) assets and about your custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory feesdirectly from your clients'accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you haveovercome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyou have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do notinclude the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets inconnection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyour related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the followingthat apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statementsare distributed to the investors in the pools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related personsare qualified custodians for client funds and securities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or preparean internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided thisinformation with respect to the private funds you advise in Section 7.B.(1) of Schedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independentunder rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your lastfiscal year, provide the date (MM/YYYY) the examination commenced: 09/2018F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,actas qualified custodians for your clients in connection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct ownersand executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reportedon either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?If yes, complete Section 10.A. of Schedule D.B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please complete Section 10.B. of Schedule D. SECTION 10.A. Control Persons No Information FiledSECTION 10.B. Control Person Public Reporting CompaniesB. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please provide the following information (you must complete a separate Schedule D Section 10.B. for each public reportingcompany):(1)Full legal name of the public reporting company:PRIMERICA, INC.(2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):147592Item 11 Disclosure InformationIn this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information todetermine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as aninvestment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more thanone of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under anumbrella registration.Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) allof your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten yearsfollowing the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit yourdisclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes ofcalculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminaryorders, judgments, or decrees lapsed.You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.Yes NoDo any of the events below involve you or any of your supervised persons?For "yes" answers to the following questions, complete a Criminal Action DRP:A. In the past ten years, have you or any advisory affiliate:Yes No(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?(2)been charged with any felony?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) tochargesthat are currently pending.B.In the past ten years, have you or any advisory affiliate:(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?(2)been charged with a misdemeanor listed in Item 11.B.(1)?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) tochargesthat are currently pending.For "yes" answers to the following questions, complete a Regulatory Action DRP:C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?(3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)entered an order against you or any advisory affiliate in connection with investment-related activity?(5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:(1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?(2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?(3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do businessdenied, suspended, revoked, or restricted?(4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?(5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisoryaffiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?E.Has any self-regulatory organization or commodities exchange ever:(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor ruleviolation" under a plan approved by the SEC)?(3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending youor the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked orsuspended?G.Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,11.D., or 11.E.?For "yes" answers to the following questions, complete a Civil Judicial Action DRP:H. (1)Has any domestic or foreign court:Yes No(a)in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?(b)ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?(c)ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by astate or foreign financial regulatory authority?(2)Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?Item 12 Small BusinessesThe SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determinewhether you meet the definition of "small business" or "small organization" under rule 0-7.Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assetsunder management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending acurrent state registration, or switching from SEC to state registration.For purposes of this Item 12 only:Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's totalassets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet withsubsidiaries included, if that amount is larger).Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, bycontract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percentor more of the profits, of another person is presumed to control the other person.Yes NoA. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?If "yes," you do not need to answer Items 12.B. and 12.C.B.Do you:(1)control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV)of $25 million or more on the last day of its most recent fiscal year?(2)control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscalyear?C.Are you:(1)controlled by or under common control with another investment adviser that had regulatory assets under management (calculated inresponse to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year?(2)controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on thelast day of its most recent fiscal year?Schedule ADirect Owners and Executive Officers1.Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executiveofficers. Use Schedule C to amend this information.2.Direct Owners and Executive Officers. List below the names of:(a)each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer isrequired if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similarstatus or functions;(b)if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are apublic reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of aclass of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild,parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharingthe same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase thesecurity.(c)if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, orhave contributed, 5% or more of your capital;(d)in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or hascontributed, 5% or more of your capital, the trust and each trustee; and(e)if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5%or more of your capital, and (ii) if managed by elected managers, all elected managers.3.Do you have any indirect owners to be reported on Schedule B? Yes No 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner or executive officer is an individual.5.Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, ormember; and for shareholders or members, the class of securities owned (if more than one is issued).6.Ownership codes are:NA - less than 5%B - 10% but less than 25%D - 50% but less than 75%A - 5% but less than 10%C - 25% but less than 50%E - 75% or more7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals:Last Name, First Name, MiddleName)DE/FE/I Title or Status Date Title orStatus AcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA FINANCE CORPORATION DE DIRECT OWNER 10/1995 E Y N 06-1200807SIEGEL, DAVID HOWARD I DIRECTOR AND PRESIDENT 01/2005 NA Y N xxx-xx-xxxxKELLY, WILLIAM ADDAMS I DIRECTOR AND CHIEF EXECUTIVEOFFICER 01/2005 NA Y N xxx-xx-xxxxWATTS, JOHN SIMMERMAN III I SENIOR VICE PRESIDENT ANDCHIEF COUNSEL 03/2005 NA Y N xxx-xx-xxxxGRUBENHOFF, SHARON KING I SENIOR VICE PRESIDENT,TREASURER, AND CHIEFFINANCIAL OFFICER 07/2011 NA Y N 2234267KYLE-MITCHELL, CYNTHIA EILEEN I DIRECTOR; EXECUTIVE VICEPRESIDENT-OPERATIONS 09/2005 NA Y N xxx-xx-xxxxWOODRING, DANIEL AARON I EXECUTIVE VICE PRESIDENT ANDCHIEF COMPLIANCE OFFICER 01/2011 NA Y N 4028705MITCHELL, MELANIE JO I EXECUTIVE VICE PRESIDENT 12/2008 NA Y N xxx-xx-xxxxGEER, STACEY K I SECRETARY 08/2012 NA Y N 6113725NEMETZ, WILLIAM JAMES I EXECUTIVE VICE PRESIDENT 05/2014 NA Y N 4589878SUKIN, KAREN LYNN I EXECUTIVE VICE PRESIDENT ANDGENERAL COUNSEL 06/2015 NA Y N 6292138FENDLER, JEFFREY SCOTT I EXECUTIVE VICE PRESIDENT 08/2016 NA Y N 1241839MILLER, DEBORAH I EXECUTIVE VICE PRESIDENT 05/2010 NA Y N 3036949Schedule BIndirect Owners1.Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must firstcomplete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.2.Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:(a)in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or directthe sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence;or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.(b)in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upondissolution, or have contributed, 25% or more of the partnership's capital;(c)in the case of an owner that is a trust, the trust and each trustee; and(d)in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or havecontributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.3.Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) ofthe Exchange Act) is reached, no further ownership information need be given.4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner is an individual.5.Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders ormembers, the class of securities owned (if more than one is issued).6.Ownership codes are:C - 25% but less than 50%E - 75% or moreD - 50% but less than 75%F - Other (general partner, trustee, or elected manager)7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals: LastName, First Name, Middle Name)DE/FE/I Entity in WhichInterest isOwned Status Date StatusAcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA, INC.DE PRIMERICAFINANCECORPORATION SOLESHAREHOLDER 04/2010 E Y Y 27-1204330Schedule D - MiscellaneousYou may use the space below to explain a response to an Item or to provide any other information.Schedule R No Information FiledDRP PagesCRIMINAL DISCLOSURE REPORTING PAGE (ADV)No Information FiledREGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINANCIAL INDUSTRY REGULATORY AUTHORITY2.Principal Sanction:CensureOther Sanctions: $35,000 FINE3.Date Initiated (MM/DD/YYYY): 03/09/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20080154131015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:No ProductOther Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):RULE 17A-4 OF THE SECURITIES EXCHANGE ACT OF 1934, FINRA RULE 2010 AND NASD RULES 2110 AND 3110: PFS INVESTMENTS INC FAILED TORETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKET AS REQUIRED BY SEC RULE 17A-4(B)(4)8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):03/09/2010 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 35,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: $35,000 FINE PAID BY PFS INVESTMENTS INC. ON 03/23/2010.13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).PFS INVESTMENTS INC FAILED TO RETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKETAS REQUIRED BY SEC RULE 17A-4(B)(4). PFS INVESTMENTS INC CONSENTED TO SANCTIONS AND ENTRY OF FINDINGS, AGREED TO UNDERTAKE ANDCORRECT DEFICIENCIES, AND AGREED THAT THE FIRM'S COMPLIANCE DIRECTOR WILL CERTIFY TO FINRA STAFF THAT DEFICIENCIES HAVE BEENCORRECTED.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINRA2.Principal Sanction:Civil and Administrative Penalt(ies) /Fine(s)Other Sanctions: CENSURE UNDERTAKING3.Date Initiated (MM/DD/YYYY): 03/15/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20110257912015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Mutual Fund(s)Other Product Types: VARIABLE ANNUITIES, 529 COLLEGE SAVINGS PLANS7.Describe the allegations related to this regulatory action (your response must fit within the space provided):FINRA ALLEGED PFSI DID NOT PROVIDE CERTAIN CUSTOMERS WITH COPIES OF ACCOUNT INFORMATION WITHIN 30 DAYS AFTER THE ACCOUNT BEINGOPENED AND THAT PFSI'S INVESTOR PROFILE QUESTIONNAIRE HAD DEFICIENCIES AS TO CERTAIN PFSI CUSTOMERS WHO MADE SHORT-TERMINVESTMENTS IN MUTUAL FUNDS. WITHOUT ADMITTING OR DENYING THE ALLEGATIONS AND SOLELY FOR THE PURPOSES OF THAT FINRA PROCEEDING,PFSI ENTERED INTO AN AGREEMENT WITH FINRA ON THOSE MATTERS.8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):08/30/2012 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 100,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:UNDERTAKINGSanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: $100,000 FINE PAID 9/17/2012. NONE WAIVED.13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).FINE HAS BEEN PAID. REQUIRED UNDERTAKING TO CORRECT ISSUES CITED IN AWC IS DUE 90 DAYS AFTER DATE OF THE AWC. A REGISTEREDPRINCIPAL OF PFSI MUST CERTIFY IN WRITING TO FINRA'S ATLANTA DISTRICT OFFICE THAT THE DEFICIENCIES NOTED IN THE AWC HAVE BEENCORRECTED.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) STATE OF NEVADA, OFFICE OF THE SECRETARY OF STATE, SECURITIES DIVISION2.Principal Sanction:Civil and Administrative Penalt(ies) /Fine(s)Other Sanctions: PAY COSTS OF INVESTIGATION AND ATTORNEY FEES3.Date Initiated (MM/DD/YYYY): 06/28/2012 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:C112-126-MCF5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:No ProductOther Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):PFSI ACCEPTED A REGISTERED REPRESENTATIVE'S CHARACTERIZATION OF HIS ROLE WITH A COMPANY AS A PASSIVE INVESTMENT WHEN IT HADEVOLVED OVER TIME. PFSI DID NOT HAVE A PROCEDURE REQUIRING ITS REPRESENTATIVES TO DISCLOSE TO THE FIRM COMPENSATION RECEIVEDFROM OUTSIDE MOTIVATIONAL SPEAKERS IN CONNECTION WITH SEMINARS THAT PRIMERICA REPRESENTATIVES MUST PAY A FEE TO ATTEND.8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Consent11.Resolution Date (MM/DD/YYYY):06/28/2013 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 9,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:1.) PAYMENT OF $20,000 TO REIMBURSE THE DIVISION FOR INVESTIGATORY TIME AND COSTS. 2.) PAYMENT OF $20,000 TO REIMBURSE THEDIVISION FOR ATTORNEY'S FEES AND COSTS. 3.) PAYMENT OF $1,000 FOR INSPECTION OF RECORDS. 4.) CONDUCT TRAINING FOR PFSI'SREGISTERED REPRESENTATIVES IN NEVADA. 5.) AMEND PFSI MANUALSanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: PAYMENT OF $50,000 MADE ON 06/28/201313.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).PFSI MANUAL WILL BE AMENDED WITH 60 DAYS OF THE ORDER. TRAINING WILL BE CONDUCTED WITHIN 60 DAYS OF THE ORDER.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5251458 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:TUGGLE, JAMEY, SEAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: 11.Resolution Date (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1)11.C(2)11.C(3)11.C(4)11.C(5) 11.D(1)11.D(2)11.D(3)11.D(4)11.D(5) 11.E(1)11.E(2)11.E(3)11.E(4) 11.F.11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC.(b)Primary business name of custodian:TD AMERITRADE, INC.(c)The location(s) of the custodian's office(s) responsible for custody of the assets :City:SAN DIEGO State:California Country:United States Yes No(d)Is the custodian a related person of your firm?(e)If the custodian is a broker-dealer, provide its SEC registration number (if any)8 - 23395(f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (ifany)(g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?$ 1,223,496,668Item 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANSIf you engage in that business under a different name, provide that name:PFS INVESTMENTS INC.Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest mayoccur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of youradvisory affiliates and any person that is under common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of abroker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of yourfirm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to completeSection 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. ofSchedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection withadvisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to therelated person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with therelated person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to yourclients(other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to beoperationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: PRIMERICA LIFE INSURANCE COMPANY2.Primary Business Name of Related Person: TERM LIFE INSURANCE3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome thepresumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not requiredto obtain a surprise examination for your clients' funds or securities that are maintained at the related person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the nextsentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exemptreporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must,instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabeticalcode, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code ordesignation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in whichconflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participationand interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisoryclient securities are sold to or bought from the brokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities forwhich you or any related person serves as underwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other thanthe receipt of sales commissions as a broker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party("soft dollar benefits") in connection with client securities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" undersection 28(e) of the Securities Exchange Act of 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for thefirm (cash or non-cash compensation in addition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any relatedperson) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or receivedfrom (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of clientreferrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under theInvestment Company Act of 1940) assets and about your custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory feesdirectly from your clients'accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you haveovercome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyou have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do notinclude the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets inconnection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyour related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the followingthat apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statementsare distributed to the investors in the pools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related personsare qualified custodians for client funds and securities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or preparean internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided thisinformation with respect to the private funds you advise in Section 7.B.(1) of Schedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independentunder rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your lastfiscal year, provide the date (MM/YYYY) the examination commenced: 09/2018F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,actas qualified custodians for your clients in connection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct ownersand executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reportedon either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?If yes, complete Section 10.A. of Schedule D.B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please complete Section 10.B. of Schedule D. SECTION 10.A. Control Persons No Information FiledSECTION 10.B. Control Person Public Reporting CompaniesB. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please provide the following information (you must complete a separate Schedule D Section 10.B. for each public reportingcompany):(1)Full legal name of the public reporting company:PRIMERICA, INC.(2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):147592Item 11 Disclosure InformationIn this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information todetermine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as aninvestment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more thanone of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under anumbrella registration.Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) allof your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten yearsfollowing the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit yourdisclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes ofcalculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminaryorders, judgments, or decrees lapsed.You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.Yes NoDo any of the events below involve you or any of your supervised persons?For "yes" answers to the following questions, complete a Criminal Action DRP:A. In the past ten years, have you or any advisory affiliate:Yes No(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?(2)been charged with any felony?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) tochargesthat are currently pending.B.In the past ten years, have you or any advisory affiliate:(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?(2)been charged with a misdemeanor listed in Item 11.B.(1)?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) tochargesthat are currently pending.For "yes" answers to the following questions, complete a Regulatory Action DRP:C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?(3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)entered an order against you or any advisory affiliate in connection with investment-related activity?(5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:(1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?(2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?(3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do businessdenied, suspended, revoked, or restricted?(4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?(5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisoryaffiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?E.Has any self-regulatory organization or commodities exchange ever:(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor ruleviolation" under a plan approved by the SEC)?(3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending youor the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked orsuspended?G.Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,11.D., or 11.E.?For "yes" answers to the following questions, complete a Civil Judicial Action DRP:H. (1)Has any domestic or foreign court:Yes No(a)in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?(b)ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?(c)ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by astate or foreign financial regulatory authority?(2)Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?Item 12 Small BusinessesThe SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determinewhether you meet the definition of "small business" or "small organization" under rule 0-7.Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assetsunder management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending acurrent state registration, or switching from SEC to state registration.For purposes of this Item 12 only:Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's totalassets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet withsubsidiaries included, if that amount is larger).Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, bycontract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percentor more of the profits, of another person is presumed to control the other person.Yes NoA. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?If "yes," you do not need to answer Items 12.B. and 12.C.B.Do you:(1)control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV)of $25 million or more on the last day of its most recent fiscal year?(2)control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscalyear?C.Are you:(1)controlled by or under common control with another investment adviser that had regulatory assets under management (calculated inresponse to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year?(2)controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on thelast day of its most recent fiscal year?Schedule ADirect Owners and Executive Officers1.Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executiveofficers. Use Schedule C to amend this information.2.Direct Owners and Executive Officers. List below the names of:(a)each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer isrequired if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similarstatus or functions;(b)if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are apublic reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of aclass of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild,parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharingthe same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase thesecurity.(c)if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, orhave contributed, 5% or more of your capital;(d)in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or hascontributed, 5% or more of your capital, the trust and each trustee; and(e)if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5%or more of your capital, and (ii) if managed by elected managers, all elected managers.3.Do you have any indirect owners to be reported on Schedule B? Yes No 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner or executive officer is an individual.5.Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, ormember; and for shareholders or members, the class of securities owned (if more than one is issued).6.Ownership codes are:NA - less than 5%B - 10% but less than 25%D - 50% but less than 75%A - 5% but less than 10%C - 25% but less than 50%E - 75% or more7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals:Last Name, First Name, MiddleName)DE/FE/I Title or Status Date Title orStatus AcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA FINANCE CORPORATION DE DIRECT OWNER 10/1995 E Y N 06-1200807SIEGEL, DAVID HOWARD I DIRECTOR AND PRESIDENT 01/2005 NA Y N xxx-xx-xxxxKELLY, WILLIAM ADDAMS I DIRECTOR AND CHIEF EXECUTIVEOFFICER 01/2005 NA Y N xxx-xx-xxxxWATTS, JOHN SIMMERMAN III I SENIOR VICE PRESIDENT ANDCHIEF COUNSEL 03/2005 NA Y N xxx-xx-xxxxGRUBENHOFF, SHARON KING I SENIOR VICE PRESIDENT,TREASURER, AND CHIEFFINANCIAL OFFICER 07/2011 NA Y N 2234267KYLE-MITCHELL, CYNTHIA EILEEN I DIRECTOR; EXECUTIVE VICEPRESIDENT-OPERATIONS 09/2005 NA Y N xxx-xx-xxxxWOODRING, DANIEL AARON I EXECUTIVE VICE PRESIDENT ANDCHIEF COMPLIANCE OFFICER 01/2011 NA Y N 4028705MITCHELL, MELANIE JO I EXECUTIVE VICE PRESIDENT 12/2008 NA Y N xxx-xx-xxxxGEER, STACEY K I SECRETARY 08/2012 NA Y N 6113725NEMETZ, WILLIAM JAMES I EXECUTIVE VICE PRESIDENT 05/2014 NA Y N 4589878SUKIN, KAREN LYNN I EXECUTIVE VICE PRESIDENT ANDGENERAL COUNSEL 06/2015 NA Y N 6292138FENDLER, JEFFREY SCOTT I EXECUTIVE VICE PRESIDENT 08/2016 NA Y N 1241839MILLER, DEBORAH I EXECUTIVE VICE PRESIDENT 05/2010 NA Y N 3036949Schedule BIndirect Owners1.Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must firstcomplete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.2.Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:(a)in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or directthe sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence;or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.(b)in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upondissolution, or have contributed, 25% or more of the partnership's capital;(c)in the case of an owner that is a trust, the trust and each trustee; and(d)in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or havecontributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.3.Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) ofthe Exchange Act) is reached, no further ownership information need be given.4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner is an individual.5.Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders ormembers, the class of securities owned (if more than one is issued).6.Ownership codes are:C - 25% but less than 50%E - 75% or moreD - 50% but less than 75%F - Other (general partner, trustee, or elected manager)7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals: LastName, First Name, Middle Name)DE/FE/I Entity in WhichInterest isOwned Status Date StatusAcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA, INC.DE PRIMERICAFINANCECORPORATION SOLESHAREHOLDER 04/2010 E Y Y 27-1204330Schedule D - MiscellaneousYou may use the space below to explain a response to an Item or to provide any other information.Schedule R No Information FiledDRP PagesCRIMINAL DISCLOSURE REPORTING PAGE (ADV)No Information FiledREGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINANCIAL INDUSTRY REGULATORY AUTHORITY2.Principal Sanction:CensureOther Sanctions: $35,000 FINE3.Date Initiated (MM/DD/YYYY): 03/09/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20080154131015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:No ProductOther Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):RULE 17A-4 OF THE SECURITIES EXCHANGE ACT OF 1934, FINRA RULE 2010 AND NASD RULES 2110 AND 3110: PFS INVESTMENTS INC FAILED TORETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKET AS REQUIRED BY SEC RULE 17A-4(B)(4)8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):03/09/2010 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 35,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: $35,000 FINE PAID BY PFS INVESTMENTS INC. ON 03/23/2010.13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).PFS INVESTMENTS INC FAILED TO RETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKETAS REQUIRED BY SEC RULE 17A-4(B)(4). PFS INVESTMENTS INC CONSENTED TO SANCTIONS AND ENTRY OF FINDINGS, AGREED TO UNDERTAKE ANDCORRECT DEFICIENCIES, AND AGREED THAT THE FIRM'S COMPLIANCE DIRECTOR WILL CERTIFY TO FINRA STAFF THAT DEFICIENCIES HAVE BEENCORRECTED.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINRA2.Principal Sanction:Civil and Administrative Penalt(ies) /Fine(s)Other Sanctions: CENSURE UNDERTAKING3.Date Initiated (MM/DD/YYYY): 03/15/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20110257912015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Mutual Fund(s)Other Product Types: VARIABLE ANNUITIES, 529 COLLEGE SAVINGS PLANS7.Describe the allegations related to this regulatory action (your response must fit within the space provided):FINRA ALLEGED PFSI DID NOT PROVIDE CERTAIN CUSTOMERS WITH COPIES OF ACCOUNT INFORMATION WITHIN 30 DAYS AFTER THE ACCOUNT BEINGOPENED AND THAT PFSI'S INVESTOR PROFILE QUESTIONNAIRE HAD DEFICIENCIES AS TO CERTAIN PFSI CUSTOMERS WHO MADE SHORT-TERMINVESTMENTS IN MUTUAL FUNDS. WITHOUT ADMITTING OR DENYING THE ALLEGATIONS AND SOLELY FOR THE PURPOSES OF THAT FINRA PROCEEDING,PFSI ENTERED INTO AN AGREEMENT WITH FINRA ON THOSE MATTERS.8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):08/30/2012 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 100,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:UNDERTAKINGSanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: $100,000 FINE PAID 9/17/2012. NONE WAIVED.13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).FINE HAS BEEN PAID. REQUIRED UNDERTAKING TO CORRECT ISSUES CITED IN AWC IS DUE 90 DAYS AFTER DATE OF THE AWC. A REGISTEREDPRINCIPAL OF PFSI MUST CERTIFY IN WRITING TO FINRA'S ATLANTA DISTRICT OFFICE THAT THE DEFICIENCIES NOTED IN THE AWC HAVE BEENCORRECTED.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) STATE OF NEVADA, OFFICE OF THE SECRETARY OF STATE, SECURITIES DIVISION2.Principal Sanction:Civil and Administrative Penalt(ies) /Fine(s)Other Sanctions: PAY COSTS OF INVESTIGATION AND ATTORNEY FEES3.Date Initiated (MM/DD/YYYY): 06/28/2012 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:C112-126-MCF5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:No ProductOther Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):PFSI ACCEPTED A REGISTERED REPRESENTATIVE'S CHARACTERIZATION OF HIS ROLE WITH A COMPANY AS A PASSIVE INVESTMENT WHEN IT HADEVOLVED OVER TIME. PFSI DID NOT HAVE A PROCEDURE REQUIRING ITS REPRESENTATIVES TO DISCLOSE TO THE FIRM COMPENSATION RECEIVEDFROM OUTSIDE MOTIVATIONAL SPEAKERS IN CONNECTION WITH SEMINARS THAT PRIMERICA REPRESENTATIVES MUST PAY A FEE TO ATTEND.8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Consent11.Resolution Date (MM/DD/YYYY):06/28/2013 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 9,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:1.) PAYMENT OF $20,000 TO REIMBURSE THE DIVISION FOR INVESTIGATORY TIME AND COSTS. 2.) PAYMENT OF $20,000 TO REIMBURSE THEDIVISION FOR ATTORNEY'S FEES AND COSTS. 3.) PAYMENT OF $1,000 FOR INSPECTION OF RECORDS. 4.) CONDUCT TRAINING FOR PFSI'SREGISTERED REPRESENTATIVES IN NEVADA. 5.) AMEND PFSI MANUALSanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: PAYMENT OF $50,000 MADE ON 06/28/201313.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).PFSI MANUAL WILL BE AMENDED WITH 60 DAYS OF THE ORDER. TRAINING WILL BE CONDUCTED WITHIN 60 DAYS OF THE ORDER.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5251458 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:TUGGLE, JAMEY, SEAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s)or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number: 1141270 This advisory affiliate is a Firm an Individual Registered:Yes No Name:HARTLEY, DANIEL, RAY (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction: Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC.(b)Primary business name of custodian:TD AMERITRADE, INC.(c)The location(s) of the custodian's office(s) responsible for custody of the assets :City:SAN DIEGO State:California Country:United States Yes No(d)Is the custodian a related person of your firm?(e)If the custodian is a broker-dealer, provide its SEC registration number (if any)8 - 23395(f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (ifany)(g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?$ 1,223,496,668Item 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANSIf you engage in that business under a different name, provide that name:PFS INVESTMENTS INC.Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest mayoccur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of youradvisory affiliates and any person that is under common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of abroker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of yourfirm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to completeSection 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. ofSchedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection withadvisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to therelated person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with therelated person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to yourclients(other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to beoperationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: PRIMERICA LIFE INSURANCE COMPANY2.Primary Business Name of Related Person: TERM LIFE INSURANCE3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome thepresumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not requiredto obtain a surprise examination for your clients' funds or securities that are maintained at the related person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the nextsentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exemptreporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must,instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabeticalcode, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code ordesignation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in whichconflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participationand interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisoryclient securities are sold to or bought from the brokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities forwhich you or any related person serves as underwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other thanthe receipt of sales commissions as a broker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party("soft dollar benefits") in connection with client securities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" undersection 28(e) of the Securities Exchange Act of 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for thefirm (cash or non-cash compensation in addition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any relatedperson) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or receivedfrom (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of clientreferrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under theInvestment Company Act of 1940) assets and about your custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory feesdirectly from your clients'accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you haveovercome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyou have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do notinclude the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets inconnection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyour related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the followingthat apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statementsare distributed to the investors in the pools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related personsare qualified custodians for client funds and securities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or preparean internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided thisinformation with respect to the private funds you advise in Section 7.B.(1) of Schedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independentunder rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your lastfiscal year, provide the date (MM/YYYY) the examination commenced: 09/2018F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,actas qualified custodians for your clients in connection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct ownersand executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reportedon either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?If yes, complete Section 10.A. of Schedule D.B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please complete Section 10.B. of Schedule D. SECTION 10.A. Control Persons No Information FiledSECTION 10.B. Control Person Public Reporting CompaniesB. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please provide the following information (you must complete a separate Schedule D Section 10.B. for each public reportingcompany):(1)Full legal name of the public reporting company:PRIMERICA, INC.(2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):147592Item 11 Disclosure InformationIn this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information todetermine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as aninvestment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more thanone of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under anumbrella registration.Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) allof your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten yearsfollowing the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit yourdisclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes ofcalculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminaryorders, judgments, or decrees lapsed.You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.Yes NoDo any of the events below involve you or any of your supervised persons?For "yes" answers to the following questions, complete a Criminal Action DRP:A. In the past ten years, have you or any advisory affiliate:Yes No(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?(2)been charged with any felony?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) tochargesthat are currently pending.B.In the past ten years, have you or any advisory affiliate:(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?(2)been charged with a misdemeanor listed in Item 11.B.(1)?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) tochargesthat are currently pending.For "yes" answers to the following questions, complete a Regulatory Action DRP:C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?(3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)entered an order against you or any advisory affiliate in connection with investment-related activity?(5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:(1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?(2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?(3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do businessdenied, suspended, revoked, or restricted?(4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?(5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisoryaffiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?E.Has any self-regulatory organization or commodities exchange ever:(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor ruleviolation" under a plan approved by the SEC)?(3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending youor the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked orsuspended?G.Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,11.D., or 11.E.?For "yes" answers to the following questions, complete a Civil Judicial Action DRP:H. (1)Has any domestic or foreign court:Yes No(a)in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?(b)ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?(c)ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by astate or foreign financial regulatory authority?(2)Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?Item 12 Small BusinessesThe SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determinewhether you meet the definition of "small business" or "small organization" under rule 0-7.Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assetsunder management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending acurrent state registration, or switching from SEC to state registration.For purposes of this Item 12 only:Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's totalassets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet withsubsidiaries included, if that amount is larger).Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, bycontract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percentor more of the profits, of another person is presumed to control the other person.Yes NoA. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?If "yes," you do not need to answer Items 12.B. and 12.C.B.Do you:(1)control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV)of $25 million or more on the last day of its most recent fiscal year?(2)control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscalyear?C.Are you:(1)controlled by or under common control with another investment adviser that had regulatory assets under management (calculated inresponse to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year?(2)controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on thelast day of its most recent fiscal year?Schedule ADirect Owners and Executive Officers1.Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executiveofficers. Use Schedule C to amend this information.2.Direct Owners and Executive Officers. List below the names of:(a)each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer isrequired if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similarstatus or functions;(b)if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are apublic reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of aclass of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild,parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharingthe same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase thesecurity.(c)if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, orhave contributed, 5% or more of your capital;(d)in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or hascontributed, 5% or more of your capital, the trust and each trustee; and(e)if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5%or more of your capital, and (ii) if managed by elected managers, all elected managers.3.Do you have any indirect owners to be reported on Schedule B? Yes No 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner or executive officer is an individual.5.Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, ormember; and for shareholders or members, the class of securities owned (if more than one is issued).6.Ownership codes are:NA - less than 5%B - 10% but less than 25%D - 50% but less than 75%A - 5% but less than 10%C - 25% but less than 50%E - 75% or more7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals:Last Name, First Name, MiddleName)DE/FE/I Title or Status Date Title orStatus AcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA FINANCE CORPORATION DE DIRECT OWNER 10/1995 E Y N 06-1200807SIEGEL, DAVID HOWARD I DIRECTOR AND PRESIDENT 01/2005 NA Y N xxx-xx-xxxxKELLY, WILLIAM ADDAMS I DIRECTOR AND CHIEF EXECUTIVEOFFICER 01/2005 NA Y N xxx-xx-xxxxWATTS, JOHN SIMMERMAN III I SENIOR VICE PRESIDENT ANDCHIEF COUNSEL 03/2005 NA Y N xxx-xx-xxxxGRUBENHOFF, SHARON KING I SENIOR VICE PRESIDENT,TREASURER, AND CHIEFFINANCIAL OFFICER 07/2011 NA Y N 2234267KYLE-MITCHELL, CYNTHIA EILEEN I DIRECTOR; EXECUTIVE VICEPRESIDENT-OPERATIONS 09/2005 NA Y N xxx-xx-xxxxWOODRING, DANIEL AARON I EXECUTIVE VICE PRESIDENT ANDCHIEF COMPLIANCE OFFICER 01/2011 NA Y N 4028705MITCHELL, MELANIE JO I EXECUTIVE VICE PRESIDENT 12/2008 NA Y N xxx-xx-xxxxGEER, STACEY K I SECRETARY 08/2012 NA Y N 6113725NEMETZ, WILLIAM JAMES I EXECUTIVE VICE PRESIDENT 05/2014 NA Y N 4589878SUKIN, KAREN LYNN I EXECUTIVE VICE PRESIDENT ANDGENERAL COUNSEL 06/2015 NA Y N 6292138FENDLER, JEFFREY SCOTT I EXECUTIVE VICE PRESIDENT 08/2016 NA Y N 1241839MILLER, DEBORAH I EXECUTIVE VICE PRESIDENT 05/2010 NA Y N 3036949Schedule BIndirect Owners1.Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must firstcomplete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.2.Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:(a)in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or directthe sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence;or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.(b)in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upondissolution, or have contributed, 25% or more of the partnership's capital;(c)in the case of an owner that is a trust, the trust and each trustee; and(d)in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or havecontributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.3.Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) ofthe Exchange Act) is reached, no further ownership information need be given.4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner is an individual.5.Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders ormembers, the class of securities owned (if more than one is issued).6.Ownership codes are:C - 25% but less than 50%E - 75% or moreD - 50% but less than 75%F - Other (general partner, trustee, or elected manager)7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals: LastName, First Name, Middle Name)DE/FE/I Entity in WhichInterest isOwned Status Date StatusAcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA, INC.DE PRIMERICAFINANCECORPORATION SOLESHAREHOLDER 04/2010 E Y Y 27-1204330Schedule D - MiscellaneousYou may use the space below to explain a response to an Item or to provide any other information.Schedule R No Information FiledDRP PagesCRIMINAL DISCLOSURE REPORTING PAGE (ADV)No Information FiledREGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINANCIAL INDUSTRY REGULATORY AUTHORITY2.Principal Sanction:CensureOther Sanctions: $35,000 FINE3.Date Initiated (MM/DD/YYYY): 03/09/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20080154131015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:No ProductOther Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):RULE 17A-4 OF THE SECURITIES EXCHANGE ACT OF 1934, FINRA RULE 2010 AND NASD RULES 2110 AND 3110: PFS INVESTMENTS INC FAILED TORETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKET AS REQUIRED BY SEC RULE 17A-4(B)(4)8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):03/09/2010 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 35,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: $35,000 FINE PAID BY PFS INVESTMENTS INC. ON 03/23/2010.13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).PFS INVESTMENTS INC FAILED TO RETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKETAS REQUIRED BY SEC RULE 17A-4(B)(4). PFS INVESTMENTS INC CONSENTED TO SANCTIONS AND ENTRY OF FINDINGS, AGREED TO UNDERTAKE ANDCORRECT DEFICIENCIES, AND AGREED THAT THE FIRM'S COMPLIANCE DIRECTOR WILL CERTIFY TO FINRA STAFF THAT DEFICIENCIES HAVE BEENCORRECTED.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINRA2.Principal Sanction:Civil and Administrative Penalt(ies) /Fine(s)Other Sanctions: CENSURE UNDERTAKING3.Date Initiated (MM/DD/YYYY): 03/15/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20110257912015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Mutual Fund(s)Other Product Types: VARIABLE ANNUITIES, 529 COLLEGE SAVINGS PLANS7.Describe the allegations related to this regulatory action (your response must fit within the space provided):FINRA ALLEGED PFSI DID NOT PROVIDE CERTAIN CUSTOMERS WITH COPIES OF ACCOUNT INFORMATION WITHIN 30 DAYS AFTER THE ACCOUNT BEINGOPENED AND THAT PFSI'S INVESTOR PROFILE QUESTIONNAIRE HAD DEFICIENCIES AS TO CERTAIN PFSI CUSTOMERS WHO MADE SHORT-TERMINVESTMENTS IN MUTUAL FUNDS. WITHOUT ADMITTING OR DENYING THE ALLEGATIONS AND SOLELY FOR THE PURPOSES OF THAT FINRA PROCEEDING,PFSI ENTERED INTO AN AGREEMENT WITH FINRA ON THOSE MATTERS.8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):08/30/2012 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 100,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:UNDERTAKINGSanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: $100,000 FINE PAID 9/17/2012. NONE WAIVED.13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).FINE HAS BEEN PAID. REQUIRED UNDERTAKING TO CORRECT ISSUES CITED IN AWC IS DUE 90 DAYS AFTER DATE OF THE AWC. A REGISTEREDPRINCIPAL OF PFSI MUST CERTIFY IN WRITING TO FINRA'S ATLANTA DISTRICT OFFICE THAT THE DEFICIENCIES NOTED IN THE AWC HAVE BEENCORRECTED.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) STATE OF NEVADA, OFFICE OF THE SECRETARY OF STATE, SECURITIES DIVISION2.Principal Sanction:Civil and Administrative Penalt(ies) /Fine(s)Other Sanctions: PAY COSTS OF INVESTIGATION AND ATTORNEY FEES3.Date Initiated (MM/DD/YYYY): 06/28/2012 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:C112-126-MCF5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:No ProductOther Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):PFSI ACCEPTED A REGISTERED REPRESENTATIVE'S CHARACTERIZATION OF HIS ROLE WITH A COMPANY AS A PASSIVE INVESTMENT WHEN IT HADEVOLVED OVER TIME. PFSI DID NOT HAVE A PROCEDURE REQUIRING ITS REPRESENTATIVES TO DISCLOSE TO THE FIRM COMPENSATION RECEIVEDFROM OUTSIDE MOTIVATIONAL SPEAKERS IN CONNECTION WITH SEMINARS THAT PRIMERICA REPRESENTATIVES MUST PAY A FEE TO ATTEND.8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Consent11.Resolution Date (MM/DD/YYYY):06/28/2013 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 9,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:1.) PAYMENT OF $20,000 TO REIMBURSE THE DIVISION FOR INVESTIGATORY TIME AND COSTS. 2.) PAYMENT OF $20,000 TO REIMBURSE THEDIVISION FOR ATTORNEY'S FEES AND COSTS. 3.) PAYMENT OF $1,000 FOR INSPECTION OF RECORDS. 4.) CONDUCT TRAINING FOR PFSI'SREGISTERED REPRESENTATIVES IN NEVADA. 5.) AMEND PFSI MANUALSanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: PAYMENT OF $50,000 MADE ON 06/28/201313.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).PFSI MANUAL WILL BE AMENDED WITH 60 DAYS OF THE ORDER. TRAINING WILL BE CONDUCTED WITHIN 60 DAYS OF THE ORDER.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5251458 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:TUGGLE, JAMEY, SEAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1141270 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HARTLEY, DANIEL, RAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: 11.Resolution Date (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1)11.C(2)11.C(3)11.C(4)11.C(5) 11.D(1)11.D(2)11.D(3)11.D(4)11.D(5) 11.E(1)11.E(2)11.E(3)11.E(4) 11.F.11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s)or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number: 1396480 This advisory affiliate is a Firm an Individual Registered:Yes No Name:ZIRK, KEVIN, SCOTT (For individuals, Last, First, Middle) (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC.(b)Primary business name of custodian:TD AMERITRADE, INC.(c)The location(s) of the custodian's office(s) responsible for custody of the assets :City:SAN DIEGO State:California Country:United States Yes No(d)Is the custodian a related person of your firm?(e)If the custodian is a broker-dealer, provide its SEC registration number (if any)8 - 23395(f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (ifany)(g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?$ 1,223,496,668Item 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANSIf you engage in that business under a different name, provide that name:PFS INVESTMENTS INC.Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest mayoccur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of youradvisory affiliates and any person that is under common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of abroker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of yourfirm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to completeSection 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. ofSchedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection withadvisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to therelated person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with therelated person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to yourclients(other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to beoperationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: PRIMERICA LIFE INSURANCE COMPANY2.Primary Business Name of Related Person: TERM LIFE INSURANCE3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome thepresumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not requiredto obtain a surprise examination for your clients' funds or securities that are maintained at the related person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the nextsentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exemptreporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must,instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabeticalcode, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code ordesignation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in whichconflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participationand interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisoryclient securities are sold to or bought from the brokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities forwhich you or any related person serves as underwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other thanthe receipt of sales commissions as a broker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party("soft dollar benefits") in connection with client securities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" undersection 28(e) of the Securities Exchange Act of 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for thefirm (cash or non-cash compensation in addition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any relatedperson) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or receivedfrom (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of clientreferrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under theInvestment Company Act of 1940) assets and about your custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory feesdirectly from your clients'accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you haveovercome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyou have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do notinclude the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets inconnection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyour related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the followingthat apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statementsare distributed to the investors in the pools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related personsare qualified custodians for client funds and securities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or preparean internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided thisinformation with respect to the private funds you advise in Section 7.B.(1) of Schedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independentunder rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your lastfiscal year, provide the date (MM/YYYY) the examination commenced: 09/2018F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,actas qualified custodians for your clients in connection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct ownersand executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reportedon either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?If yes, complete Section 10.A. of Schedule D.B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please complete Section 10.B. of Schedule D. SECTION 10.A. Control Persons No Information FiledSECTION 10.B. Control Person Public Reporting CompaniesB. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please provide the following information (you must complete a separate Schedule D Section 10.B. for each public reportingcompany):(1)Full legal name of the public reporting company:PRIMERICA, INC.(2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):147592Item 11 Disclosure InformationIn this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information todetermine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as aninvestment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more thanone of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under anumbrella registration.Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) allof your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten yearsfollowing the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit yourdisclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes ofcalculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminaryorders, judgments, or decrees lapsed.You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.Yes NoDo any of the events below involve you or any of your supervised persons?For "yes" answers to the following questions, complete a Criminal Action DRP:A. In the past ten years, have you or any advisory affiliate:Yes No(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?(2)been charged with any felony?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) tochargesthat are currently pending.B.In the past ten years, have you or any advisory affiliate:(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?(2)been charged with a misdemeanor listed in Item 11.B.(1)?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) tochargesthat are currently pending.For "yes" answers to the following questions, complete a Regulatory Action DRP:C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?(3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)entered an order against you or any advisory affiliate in connection with investment-related activity?(5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:(1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?(2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?(3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do businessdenied, suspended, revoked, or restricted?(4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?(5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisoryaffiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?E.Has any self-regulatory organization or commodities exchange ever:(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor ruleviolation" under a plan approved by the SEC)?(3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending youor the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked orsuspended?G.Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,11.D., or 11.E.?For "yes" answers to the following questions, complete a Civil Judicial Action DRP:H. (1)Has any domestic or foreign court:Yes No(a)in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?(b)ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?(c)ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by astate or foreign financial regulatory authority?(2)Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?Item 12 Small BusinessesThe SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determinewhether you meet the definition of "small business" or "small organization" under rule 0-7.Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assetsunder management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending acurrent state registration, or switching from SEC to state registration.For purposes of this Item 12 only:Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's totalassets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet withsubsidiaries included, if that amount is larger).Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, bycontract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percentor more of the profits, of another person is presumed to control the other person.Yes NoA. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?If "yes," you do not need to answer Items 12.B. and 12.C.B.Do you:(1)control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV)of $25 million or more on the last day of its most recent fiscal year?(2)control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscalyear?C.Are you:(1)controlled by or under common control with another investment adviser that had regulatory assets under management (calculated inresponse to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year?(2)controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on thelast day of its most recent fiscal year?Schedule ADirect Owners and Executive Officers1.Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executiveofficers. Use Schedule C to amend this information.2.Direct Owners and Executive Officers. List below the names of:(a)each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer isrequired if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similarstatus or functions;(b)if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are apublic reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of aclass of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild,parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharingthe same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase thesecurity.(c)if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, orhave contributed, 5% or more of your capital;(d)in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or hascontributed, 5% or more of your capital, the trust and each trustee; and(e)if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5%or more of your capital, and (ii) if managed by elected managers, all elected managers.3.Do you have any indirect owners to be reported on Schedule B? Yes No 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner or executive officer is an individual.5.Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, ormember; and for shareholders or members, the class of securities owned (if more than one is issued).6.Ownership codes are:NA - less than 5%B - 10% but less than 25%D - 50% but less than 75%A - 5% but less than 10%C - 25% but less than 50%E - 75% or more7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals:Last Name, First Name, MiddleName)DE/FE/I Title or Status Date Title orStatus AcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA FINANCE CORPORATION DE DIRECT OWNER 10/1995 E Y N 06-1200807SIEGEL, DAVID HOWARD I DIRECTOR AND PRESIDENT 01/2005 NA Y N xxx-xx-xxxxKELLY, WILLIAM ADDAMS I DIRECTOR AND CHIEF EXECUTIVEOFFICER 01/2005 NA Y N xxx-xx-xxxxWATTS, JOHN SIMMERMAN III I SENIOR VICE PRESIDENT ANDCHIEF COUNSEL 03/2005 NA Y N xxx-xx-xxxxGRUBENHOFF, SHARON KING I SENIOR VICE PRESIDENT,TREASURER, AND CHIEFFINANCIAL OFFICER 07/2011 NA Y N 2234267KYLE-MITCHELL, CYNTHIA EILEEN I DIRECTOR; EXECUTIVE VICEPRESIDENT-OPERATIONS 09/2005 NA Y N xxx-xx-xxxxWOODRING, DANIEL AARON I EXECUTIVE VICE PRESIDENT ANDCHIEF COMPLIANCE OFFICER 01/2011 NA Y N 4028705MITCHELL, MELANIE JO I EXECUTIVE VICE PRESIDENT 12/2008 NA Y N xxx-xx-xxxxGEER, STACEY K I SECRETARY 08/2012 NA Y N 6113725NEMETZ, WILLIAM JAMES I EXECUTIVE VICE PRESIDENT 05/2014 NA Y N 4589878SUKIN, KAREN LYNN I EXECUTIVE VICE PRESIDENT ANDGENERAL COUNSEL 06/2015 NA Y N 6292138FENDLER, JEFFREY SCOTT I EXECUTIVE VICE PRESIDENT 08/2016 NA Y N 1241839MILLER, DEBORAH I EXECUTIVE VICE PRESIDENT 05/2010 NA Y N 3036949Schedule BIndirect Owners1.Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must firstcomplete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.2.Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:(a)in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or directthe sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence;or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.(b)in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upondissolution, or have contributed, 25% or more of the partnership's capital;(c)in the case of an owner that is a trust, the trust and each trustee; and(d)in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or havecontributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.3.Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) ofthe Exchange Act) is reached, no further ownership information need be given.4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner is an individual.5.Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders ormembers, the class of securities owned (if more than one is issued).6.Ownership codes are:C - 25% but less than 50%E - 75% or moreD - 50% but less than 75%F - Other (general partner, trustee, or elected manager)7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals: LastName, First Name, Middle Name)DE/FE/I Entity in WhichInterest isOwned Status Date StatusAcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA, INC.DE PRIMERICAFINANCECORPORATION SOLESHAREHOLDER 04/2010 E Y Y 27-1204330Schedule D - MiscellaneousYou may use the space below to explain a response to an Item or to provide any other information.Schedule R No Information FiledDRP PagesCRIMINAL DISCLOSURE REPORTING PAGE (ADV)No Information FiledREGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINANCIAL INDUSTRY REGULATORY AUTHORITY2.Principal Sanction:CensureOther Sanctions: $35,000 FINE3.Date Initiated (MM/DD/YYYY): 03/09/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20080154131015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:No ProductOther Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):RULE 17A-4 OF THE SECURITIES EXCHANGE ACT OF 1934, FINRA RULE 2010 AND NASD RULES 2110 AND 3110: PFS INVESTMENTS INC FAILED TORETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKET AS REQUIRED BY SEC RULE 17A-4(B)(4)8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):03/09/2010 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 35,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: $35,000 FINE PAID BY PFS INVESTMENTS INC. ON 03/23/2010.13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).PFS INVESTMENTS INC FAILED TO RETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKETAS REQUIRED BY SEC RULE 17A-4(B)(4). PFS INVESTMENTS INC CONSENTED TO SANCTIONS AND ENTRY OF FINDINGS, AGREED TO UNDERTAKE ANDCORRECT DEFICIENCIES, AND AGREED THAT THE FIRM'S COMPLIANCE DIRECTOR WILL CERTIFY TO FINRA STAFF THAT DEFICIENCIES HAVE BEENCORRECTED.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINRA2.Principal Sanction:Civil and Administrative Penalt(ies) /Fine(s)Other Sanctions: CENSURE UNDERTAKING3.Date Initiated (MM/DD/YYYY): 03/15/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20110257912015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Mutual Fund(s)Other Product Types: VARIABLE ANNUITIES, 529 COLLEGE SAVINGS PLANS7.Describe the allegations related to this regulatory action (your response must fit within the space provided):FINRA ALLEGED PFSI DID NOT PROVIDE CERTAIN CUSTOMERS WITH COPIES OF ACCOUNT INFORMATION WITHIN 30 DAYS AFTER THE ACCOUNT BEINGOPENED AND THAT PFSI'S INVESTOR PROFILE QUESTIONNAIRE HAD DEFICIENCIES AS TO CERTAIN PFSI CUSTOMERS WHO MADE SHORT-TERMINVESTMENTS IN MUTUAL FUNDS. WITHOUT ADMITTING OR DENYING THE ALLEGATIONS AND SOLELY FOR THE PURPOSES OF THAT FINRA PROCEEDING,PFSI ENTERED INTO AN AGREEMENT WITH FINRA ON THOSE MATTERS.8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):08/30/2012 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 100,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:UNDERTAKINGSanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: $100,000 FINE PAID 9/17/2012. NONE WAIVED.13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).FINE HAS BEEN PAID. REQUIRED UNDERTAKING TO CORRECT ISSUES CITED IN AWC IS DUE 90 DAYS AFTER DATE OF THE AWC. A REGISTEREDPRINCIPAL OF PFSI MUST CERTIFY IN WRITING TO FINRA'S ATLANTA DISTRICT OFFICE THAT THE DEFICIENCIES NOTED IN THE AWC HAVE BEENCORRECTED.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) STATE OF NEVADA, OFFICE OF THE SECRETARY OF STATE, SECURITIES DIVISION2.Principal Sanction:Civil and Administrative Penalt(ies) /Fine(s)Other Sanctions: PAY COSTS OF INVESTIGATION AND ATTORNEY FEES3.Date Initiated (MM/DD/YYYY): 06/28/2012 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:C112-126-MCF5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:No ProductOther Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):PFSI ACCEPTED A REGISTERED REPRESENTATIVE'S CHARACTERIZATION OF HIS ROLE WITH A COMPANY AS A PASSIVE INVESTMENT WHEN IT HADEVOLVED OVER TIME. PFSI DID NOT HAVE A PROCEDURE REQUIRING ITS REPRESENTATIVES TO DISCLOSE TO THE FIRM COMPENSATION RECEIVEDFROM OUTSIDE MOTIVATIONAL SPEAKERS IN CONNECTION WITH SEMINARS THAT PRIMERICA REPRESENTATIVES MUST PAY A FEE TO ATTEND.8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Consent11.Resolution Date (MM/DD/YYYY):06/28/2013 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 9,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:1.) PAYMENT OF $20,000 TO REIMBURSE THE DIVISION FOR INVESTIGATORY TIME AND COSTS. 2.) PAYMENT OF $20,000 TO REIMBURSE THEDIVISION FOR ATTORNEY'S FEES AND COSTS. 3.) PAYMENT OF $1,000 FOR INSPECTION OF RECORDS. 4.) CONDUCT TRAINING FOR PFSI'SREGISTERED REPRESENTATIVES IN NEVADA. 5.) AMEND PFSI MANUALSanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: PAYMENT OF $50,000 MADE ON 06/28/201313.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).PFSI MANUAL WILL BE AMENDED WITH 60 DAYS OF THE ORDER. TRAINING WILL BE CONDUCTED WITHIN 60 DAYS OF THE ORDER.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5251458 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:TUGGLE, JAMEY, SEAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1141270 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HARTLEY, DANIEL, RAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1396480 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ZIRK, KEVIN, SCOTT(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction: Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: 11.Resolution Date (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC.(b)Primary business name of custodian:TD AMERITRADE, INC.(c)The location(s) of the custodian's office(s) responsible for custody of the assets :City:SAN DIEGO State:California Country:United States Yes No(d)Is the custodian a related person of your firm?(e)If the custodian is a broker-dealer, provide its SEC registration number (if any)8 - 23395(f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (ifany)(g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?$ 1,223,496,668Item 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANSIf you engage in that business under a different name, provide that name:PFS INVESTMENTS INC.Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest mayoccur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of youradvisory affiliates and any person that is under common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of abroker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of yourfirm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to completeSection 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. ofSchedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection withadvisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to therelated person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with therelated person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to yourclients(other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to beoperationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: PRIMERICA LIFE INSURANCE COMPANY2.Primary Business Name of Related Person: TERM LIFE INSURANCE3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome thepresumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not requiredto obtain a surprise examination for your clients' funds or securities that are maintained at the related person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the nextsentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exemptreporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must,instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabeticalcode, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code ordesignation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in whichconflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participationand interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisoryclient securities are sold to or bought from the brokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities forwhich you or any related person serves as underwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other thanthe receipt of sales commissions as a broker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party("soft dollar benefits") in connection with client securities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" undersection 28(e) of the Securities Exchange Act of 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for thefirm (cash or non-cash compensation in addition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any relatedperson) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or receivedfrom (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of clientreferrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under theInvestment Company Act of 1940) assets and about your custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory feesdirectly from your clients'accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you haveovercome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyou have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do notinclude the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets inconnection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyour related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the followingthat apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statementsare distributed to the investors in the pools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related personsare qualified custodians for client funds and securities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or preparean internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided thisinformation with respect to the private funds you advise in Section 7.B.(1) of Schedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independentunder rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your lastfiscal year, provide the date (MM/YYYY) the examination commenced: 09/2018F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,actas qualified custodians for your clients in connection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct ownersand executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reportedon either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?If yes, complete Section 10.A. of Schedule D.B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please complete Section 10.B. of Schedule D. SECTION 10.A. Control Persons No Information FiledSECTION 10.B. Control Person Public Reporting CompaniesB. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please provide the following information (you must complete a separate Schedule D Section 10.B. for each public reportingcompany):(1)Full legal name of the public reporting company:PRIMERICA, INC.(2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):147592Item 11 Disclosure InformationIn this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information todetermine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as aninvestment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more thanone of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under anumbrella registration.Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) allof your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten yearsfollowing the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit yourdisclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes ofcalculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminaryorders, judgments, or decrees lapsed.You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.Yes NoDo any of the events below involve you or any of your supervised persons?For "yes" answers to the following questions, complete a Criminal Action DRP:A. In the past ten years, have you or any advisory affiliate:Yes No(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?(2)been charged with any felony?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) tochargesthat are currently pending.B.In the past ten years, have you or any advisory affiliate:(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?(2)been charged with a misdemeanor listed in Item 11.B.(1)?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) tochargesthat are currently pending.For "yes" answers to the following questions, complete a Regulatory Action DRP:C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?(3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)entered an order against you or any advisory affiliate in connection with investment-related activity?(5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:(1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?(2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?(3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do businessdenied, suspended, revoked, or restricted?(4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?(5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisoryaffiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?E.Has any self-regulatory organization or commodities exchange ever:(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor ruleviolation" under a plan approved by the SEC)?(3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending youor the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked orsuspended?G.Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,11.D., or 11.E.?For "yes" answers to the following questions, complete a Civil Judicial Action DRP:H. (1)Has any domestic or foreign court:Yes No(a)in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?(b)ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?(c)ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by astate or foreign financial regulatory authority?(2)Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?Item 12 Small BusinessesThe SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determinewhether you meet the definition of "small business" or "small organization" under rule 0-7.Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assetsunder management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending acurrent state registration, or switching from SEC to state registration.For purposes of this Item 12 only:Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's totalassets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet withsubsidiaries included, if that amount is larger).Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, bycontract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percentor more of the profits, of another person is presumed to control the other person.Yes NoA. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?If "yes," you do not need to answer Items 12.B. and 12.C.B.Do you:(1)control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV)of $25 million or more on the last day of its most recent fiscal year?(2)control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscalyear?C.Are you:(1)controlled by or under common control with another investment adviser that had regulatory assets under management (calculated inresponse to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year?(2)controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on thelast day of its most recent fiscal year?Schedule ADirect Owners and Executive Officers1.Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executiveofficers. Use Schedule C to amend this information.2.Direct Owners and Executive Officers. List below the names of:(a)each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer isrequired if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similarstatus or functions;(b)if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are apublic reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of aclass of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild,parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharingthe same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase thesecurity.(c)if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, orhave contributed, 5% or more of your capital;(d)in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or hascontributed, 5% or more of your capital, the trust and each trustee; and(e)if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5%or more of your capital, and (ii) if managed by elected managers, all elected managers.3.Do you have any indirect owners to be reported on Schedule B? Yes No 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner or executive officer is an individual.5.Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, ormember; and for shareholders or members, the class of securities owned (if more than one is issued).6.Ownership codes are:NA - less than 5%B - 10% but less than 25%D - 50% but less than 75%A - 5% but less than 10%C - 25% but less than 50%E - 75% or more7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals:Last Name, First Name, MiddleName)DE/FE/I Title or Status Date Title orStatus AcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA FINANCE CORPORATION DE DIRECT OWNER 10/1995 E Y N 06-1200807SIEGEL, DAVID HOWARD I DIRECTOR AND PRESIDENT 01/2005 NA Y N xxx-xx-xxxxKELLY, WILLIAM ADDAMS I DIRECTOR AND CHIEF EXECUTIVEOFFICER 01/2005 NA Y N xxx-xx-xxxxWATTS, JOHN SIMMERMAN III I SENIOR VICE PRESIDENT ANDCHIEF COUNSEL 03/2005 NA Y N xxx-xx-xxxxGRUBENHOFF, SHARON KING I SENIOR VICE PRESIDENT,TREASURER, AND CHIEFFINANCIAL OFFICER 07/2011 NA Y N 2234267KYLE-MITCHELL, CYNTHIA EILEEN I DIRECTOR; EXECUTIVE VICEPRESIDENT-OPERATIONS 09/2005 NA Y N xxx-xx-xxxxWOODRING, DANIEL AARON I EXECUTIVE VICE PRESIDENT ANDCHIEF COMPLIANCE OFFICER 01/2011 NA Y N 4028705MITCHELL, MELANIE JO I EXECUTIVE VICE PRESIDENT 12/2008 NA Y N xxx-xx-xxxxGEER, STACEY K I SECRETARY 08/2012 NA Y N 6113725NEMETZ, WILLIAM JAMES I EXECUTIVE VICE PRESIDENT 05/2014 NA Y N 4589878SUKIN, KAREN LYNN I EXECUTIVE VICE PRESIDENT ANDGENERAL COUNSEL 06/2015 NA Y N 6292138FENDLER, JEFFREY SCOTT I EXECUTIVE VICE PRESIDENT 08/2016 NA Y N 1241839MILLER, DEBORAH I EXECUTIVE VICE PRESIDENT 05/2010 NA Y N 3036949Schedule BIndirect Owners1.Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must firstcomplete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.2.Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:(a)in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or directthe sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence;or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.(b)in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upondissolution, or have contributed, 25% or more of the partnership's capital;(c)in the case of an owner that is a trust, the trust and each trustee; and(d)in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or havecontributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.3.Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) ofthe Exchange Act) is reached, no further ownership information need be given.4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner is an individual.5.Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders ormembers, the class of securities owned (if more than one is issued).6.Ownership codes are:C - 25% but less than 50%E - 75% or moreD - 50% but less than 75%F - Other (general partner, trustee, or elected manager)7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals: LastName, First Name, Middle Name)DE/FE/I Entity in WhichInterest isOwned Status Date StatusAcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA, INC.DE PRIMERICAFINANCECORPORATION SOLESHAREHOLDER 04/2010 E Y Y 27-1204330Schedule D - MiscellaneousYou may use the space below to explain a response to an Item or to provide any other information.Schedule R No Information FiledDRP PagesCRIMINAL DISCLOSURE REPORTING PAGE (ADV)No Information FiledREGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINANCIAL INDUSTRY REGULATORY AUTHORITY2.Principal Sanction:CensureOther Sanctions: $35,000 FINE3.Date Initiated (MM/DD/YYYY): 03/09/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20080154131015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:No ProductOther Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):RULE 17A-4 OF THE SECURITIES EXCHANGE ACT OF 1934, FINRA RULE 2010 AND NASD RULES 2110 AND 3110: PFS INVESTMENTS INC FAILED TORETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKET AS REQUIRED BY SEC RULE 17A-4(B)(4)8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):03/09/2010 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 35,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: $35,000 FINE PAID BY PFS INVESTMENTS INC. ON 03/23/2010.13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).PFS INVESTMENTS INC FAILED TO RETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKETAS REQUIRED BY SEC RULE 17A-4(B)(4). PFS INVESTMENTS INC CONSENTED TO SANCTIONS AND ENTRY OF FINDINGS, AGREED TO UNDERTAKE ANDCORRECT DEFICIENCIES, AND AGREED THAT THE FIRM'S COMPLIANCE DIRECTOR WILL CERTIFY TO FINRA STAFF THAT DEFICIENCIES HAVE BEENCORRECTED.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINRA2.Principal Sanction:Civil and Administrative Penalt(ies) /Fine(s)Other Sanctions: CENSURE UNDERTAKING3.Date Initiated (MM/DD/YYYY): 03/15/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20110257912015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Mutual Fund(s)Other Product Types: VARIABLE ANNUITIES, 529 COLLEGE SAVINGS PLANS7.Describe the allegations related to this regulatory action (your response must fit within the space provided):FINRA ALLEGED PFSI DID NOT PROVIDE CERTAIN CUSTOMERS WITH COPIES OF ACCOUNT INFORMATION WITHIN 30 DAYS AFTER THE ACCOUNT BEINGOPENED AND THAT PFSI'S INVESTOR PROFILE QUESTIONNAIRE HAD DEFICIENCIES AS TO CERTAIN PFSI CUSTOMERS WHO MADE SHORT-TERMINVESTMENTS IN MUTUAL FUNDS. WITHOUT ADMITTING OR DENYING THE ALLEGATIONS AND SOLELY FOR THE PURPOSES OF THAT FINRA PROCEEDING,PFSI ENTERED INTO AN AGREEMENT WITH FINRA ON THOSE MATTERS.8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):08/30/2012 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 100,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:UNDERTAKINGSanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: $100,000 FINE PAID 9/17/2012. NONE WAIVED.13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).FINE HAS BEEN PAID. REQUIRED UNDERTAKING TO CORRECT ISSUES CITED IN AWC IS DUE 90 DAYS AFTER DATE OF THE AWC. A REGISTEREDPRINCIPAL OF PFSI MUST CERTIFY IN WRITING TO FINRA'S ATLANTA DISTRICT OFFICE THAT THE DEFICIENCIES NOTED IN THE AWC HAVE BEENCORRECTED.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) STATE OF NEVADA, OFFICE OF THE SECRETARY OF STATE, SECURITIES DIVISION2.Principal Sanction:Civil and Administrative Penalt(ies) /Fine(s)Other Sanctions: PAY COSTS OF INVESTIGATION AND ATTORNEY FEES3.Date Initiated (MM/DD/YYYY): 06/28/2012 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:C112-126-MCF5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:No ProductOther Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):PFSI ACCEPTED A REGISTERED REPRESENTATIVE'S CHARACTERIZATION OF HIS ROLE WITH A COMPANY AS A PASSIVE INVESTMENT WHEN IT HADEVOLVED OVER TIME. PFSI DID NOT HAVE A PROCEDURE REQUIRING ITS REPRESENTATIVES TO DISCLOSE TO THE FIRM COMPENSATION RECEIVEDFROM OUTSIDE MOTIVATIONAL SPEAKERS IN CONNECTION WITH SEMINARS THAT PRIMERICA REPRESENTATIVES MUST PAY A FEE TO ATTEND.8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Consent11.Resolution Date (MM/DD/YYYY):06/28/2013 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 9,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:1.) PAYMENT OF $20,000 TO REIMBURSE THE DIVISION FOR INVESTIGATORY TIME AND COSTS. 2.) PAYMENT OF $20,000 TO REIMBURSE THEDIVISION FOR ATTORNEY'S FEES AND COSTS. 3.) PAYMENT OF $1,000 FOR INSPECTION OF RECORDS. 4.) CONDUCT TRAINING FOR PFSI'SREGISTERED REPRESENTATIVES IN NEVADA. 5.) AMEND PFSI MANUALSanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: PAYMENT OF $50,000 MADE ON 06/28/201313.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).PFSI MANUAL WILL BE AMENDED WITH 60 DAYS OF THE ORDER. TRAINING WILL BE CONDUCTED WITHIN 60 DAYS OF THE ORDER.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5251458 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:TUGGLE, JAMEY, SEAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1141270 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HARTLEY, DANIEL, RAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1396480 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ZIRK, KEVIN, SCOTT(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1)11.C(2)11.C(3)11.C(4)11.C(5) 11.D(1)11.D(2)11.D(3)11.D(4)11.D(5) 11.E(1)11.E(2)11.E(3)11.E(4) 11.F.11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s)or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number: 4684835 This advisory affiliate is a Firm an Individual Registered:Yes No Name:MURRAY, WILLIAM, SCOTT (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC.(b)Primary business name of custodian:TD AMERITRADE, INC.(c)The location(s) of the custodian's office(s) responsible for custody of the assets :City:SAN DIEGO State:California Country:United States Yes No(d)Is the custodian a related person of your firm?(e)If the custodian is a broker-dealer, provide its SEC registration number (if any)8 - 23395(f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (ifany)(g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?$ 1,223,496,668Item 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANSIf you engage in that business under a different name, provide that name:PFS INVESTMENTS INC.Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest mayoccur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of youradvisory affiliates and any person that is under common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of abroker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of yourfirm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to completeSection 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. ofSchedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection withadvisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to therelated person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with therelated person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to yourclients(other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to beoperationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: PRIMERICA LIFE INSURANCE COMPANY2.Primary Business Name of Related Person: TERM LIFE INSURANCE3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome thepresumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not requiredto obtain a surprise examination for your clients' funds or securities that are maintained at the related person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the nextsentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exemptreporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must,instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabeticalcode, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code ordesignation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in whichconflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participationand interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisoryclient securities are sold to or bought from the brokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities forwhich you or any related person serves as underwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other thanthe receipt of sales commissions as a broker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party("soft dollar benefits") in connection with client securities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" undersection 28(e) of the Securities Exchange Act of 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for thefirm (cash or non-cash compensation in addition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any relatedperson) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or receivedfrom (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of clientreferrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under theInvestment Company Act of 1940) assets and about your custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory feesdirectly from your clients'accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you haveovercome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyou have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do notinclude the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets inconnection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyour related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the followingthat apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statementsare distributed to the investors in the pools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related personsare qualified custodians for client funds and securities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or preparean internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided thisinformation with respect to the private funds you advise in Section 7.B.(1) of Schedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independentunder rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your lastfiscal year, provide the date (MM/YYYY) the examination commenced: 09/2018F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,actas qualified custodians for your clients in connection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct ownersand executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reportedon either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?If yes, complete Section 10.A. of Schedule D.B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please complete Section 10.B. of Schedule D. SECTION 10.A. Control Persons No Information FiledSECTION 10.B. Control Person Public Reporting CompaniesB. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please provide the following information (you must complete a separate Schedule D Section 10.B. for each public reportingcompany):(1)Full legal name of the public reporting company:PRIMERICA, INC.(2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):147592Item 11 Disclosure InformationIn this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information todetermine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as aninvestment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more thanone of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under anumbrella registration.Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) allof your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten yearsfollowing the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit yourdisclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes ofcalculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminaryorders, judgments, or decrees lapsed.You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.Yes NoDo any of the events below involve you or any of your supervised persons?For "yes" answers to the following questions, complete a Criminal Action DRP:A. In the past ten years, have you or any advisory affiliate:Yes No(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?(2)been charged with any felony?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) tochargesthat are currently pending.B.In the past ten years, have you or any advisory affiliate:(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?(2)been charged with a misdemeanor listed in Item 11.B.(1)?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) tochargesthat are currently pending.For "yes" answers to the following questions, complete a Regulatory Action DRP:C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?(3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)entered an order against you or any advisory affiliate in connection with investment-related activity?(5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:(1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?(2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?(3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do businessdenied, suspended, revoked, or restricted?(4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?(5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisoryaffiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?E.Has any self-regulatory organization or commodities exchange ever:(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor ruleviolation" under a plan approved by the SEC)?(3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending youor the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked orsuspended?G.Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,11.D., or 11.E.?For "yes" answers to the following questions, complete a Civil Judicial Action DRP:H. (1)Has any domestic or foreign court:Yes No(a)in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?(b)ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?(c)ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by astate or foreign financial regulatory authority?(2)Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?Item 12 Small BusinessesThe SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determinewhether you meet the definition of "small business" or "small organization" under rule 0-7.Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assetsunder management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending acurrent state registration, or switching from SEC to state registration.For purposes of this Item 12 only:Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's totalassets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet withsubsidiaries included, if that amount is larger).Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, bycontract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percentor more of the profits, of another person is presumed to control the other person.Yes NoA. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?If "yes," you do not need to answer Items 12.B. and 12.C.B.Do you:(1)control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV)of $25 million or more on the last day of its most recent fiscal year?(2)control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscalyear?C.Are you:(1)controlled by or under common control with another investment adviser that had regulatory assets under management (calculated inresponse to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year?(2)controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on thelast day of its most recent fiscal year?Schedule ADirect Owners and Executive Officers1.Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executiveofficers. Use Schedule C to amend this information.2.Direct Owners and Executive Officers. List below the names of:(a)each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer isrequired if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similarstatus or functions;(b)if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are apublic reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of aclass of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild,parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharingthe same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase thesecurity.(c)if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, orhave contributed, 5% or more of your capital;(d)in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or hascontributed, 5% or more of your capital, the trust and each trustee; and(e)if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5%or more of your capital, and (ii) if managed by elected managers, all elected managers.3.Do you have any indirect owners to be reported on Schedule B? Yes No 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner or executive officer is an individual.5.Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, ormember; and for shareholders or members, the class of securities owned (if more than one is issued).6.Ownership codes are:NA - less than 5%B - 10% but less than 25%D - 50% but less than 75%A - 5% but less than 10%C - 25% but less than 50%E - 75% or more7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals:Last Name, First Name, MiddleName)DE/FE/I Title or Status Date Title orStatus AcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA FINANCE CORPORATION DE DIRECT OWNER 10/1995 E Y N 06-1200807SIEGEL, DAVID HOWARD I DIRECTOR AND PRESIDENT 01/2005 NA Y N xxx-xx-xxxxKELLY, WILLIAM ADDAMS I DIRECTOR AND CHIEF EXECUTIVEOFFICER 01/2005 NA Y N xxx-xx-xxxxWATTS, JOHN SIMMERMAN III I SENIOR VICE PRESIDENT ANDCHIEF COUNSEL 03/2005 NA Y N xxx-xx-xxxxGRUBENHOFF, SHARON KING I SENIOR VICE PRESIDENT,TREASURER, AND CHIEFFINANCIAL OFFICER 07/2011 NA Y N 2234267KYLE-MITCHELL, CYNTHIA EILEEN I DIRECTOR; EXECUTIVE VICEPRESIDENT-OPERATIONS 09/2005 NA Y N xxx-xx-xxxxWOODRING, DANIEL AARON I EXECUTIVE VICE PRESIDENT ANDCHIEF COMPLIANCE OFFICER 01/2011 NA Y N 4028705MITCHELL, MELANIE JO I EXECUTIVE VICE PRESIDENT 12/2008 NA Y N xxx-xx-xxxxGEER, STACEY K I SECRETARY 08/2012 NA Y N 6113725NEMETZ, WILLIAM JAMES I EXECUTIVE VICE PRESIDENT 05/2014 NA Y N 4589878SUKIN, KAREN LYNN I EXECUTIVE VICE PRESIDENT ANDGENERAL COUNSEL 06/2015 NA Y N 6292138FENDLER, JEFFREY SCOTT I EXECUTIVE VICE PRESIDENT 08/2016 NA Y N 1241839MILLER, DEBORAH I EXECUTIVE VICE PRESIDENT 05/2010 NA Y N 3036949Schedule BIndirect Owners1.Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must firstcomplete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.2.Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:(a)in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or directthe sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence;or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.(b)in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upondissolution, or have contributed, 25% or more of the partnership's capital;(c)in the case of an owner that is a trust, the trust and each trustee; and(d)in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or havecontributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.3.Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) ofthe Exchange Act) is reached, no further ownership information need be given.4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner is an individual.5.Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders ormembers, the class of securities owned (if more than one is issued).6.Ownership codes are:C - 25% but less than 50%E - 75% or moreD - 50% but less than 75%F - Other (general partner, trustee, or elected manager)7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals: LastName, First Name, Middle Name)DE/FE/I Entity in WhichInterest isOwned Status Date StatusAcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA, INC.DE PRIMERICAFINANCECORPORATION SOLESHAREHOLDER 04/2010 E Y Y 27-1204330Schedule D - MiscellaneousYou may use the space below to explain a response to an Item or to provide any other information.Schedule R No Information FiledDRP PagesCRIMINAL DISCLOSURE REPORTING PAGE (ADV)No Information FiledREGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINANCIAL INDUSTRY REGULATORY AUTHORITY2.Principal Sanction:CensureOther Sanctions: $35,000 FINE3.Date Initiated (MM/DD/YYYY): 03/09/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20080154131015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:No ProductOther Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):RULE 17A-4 OF THE SECURITIES EXCHANGE ACT OF 1934, FINRA RULE 2010 AND NASD RULES 2110 AND 3110: PFS INVESTMENTS INC FAILED TORETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKET AS REQUIRED BY SEC RULE 17A-4(B)(4)8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):03/09/2010 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 35,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: $35,000 FINE PAID BY PFS INVESTMENTS INC. ON 03/23/2010.13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).PFS INVESTMENTS INC FAILED TO RETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKETAS REQUIRED BY SEC RULE 17A-4(B)(4). PFS INVESTMENTS INC CONSENTED TO SANCTIONS AND ENTRY OF FINDINGS, AGREED TO UNDERTAKE ANDCORRECT DEFICIENCIES, AND AGREED THAT THE FIRM'S COMPLIANCE DIRECTOR WILL CERTIFY TO FINRA STAFF THAT DEFICIENCIES HAVE BEENCORRECTED.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINRA2.Principal Sanction:Civil and Administrative Penalt(ies) /Fine(s)Other Sanctions: CENSURE UNDERTAKING3.Date Initiated (MM/DD/YYYY): 03/15/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20110257912015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Mutual Fund(s)Other Product Types: VARIABLE ANNUITIES, 529 COLLEGE SAVINGS PLANS7.Describe the allegations related to this regulatory action (your response must fit within the space provided):FINRA ALLEGED PFSI DID NOT PROVIDE CERTAIN CUSTOMERS WITH COPIES OF ACCOUNT INFORMATION WITHIN 30 DAYS AFTER THE ACCOUNT BEINGOPENED AND THAT PFSI'S INVESTOR PROFILE QUESTIONNAIRE HAD DEFICIENCIES AS TO CERTAIN PFSI CUSTOMERS WHO MADE SHORT-TERMINVESTMENTS IN MUTUAL FUNDS. WITHOUT ADMITTING OR DENYING THE ALLEGATIONS AND SOLELY FOR THE PURPOSES OF THAT FINRA PROCEEDING,PFSI ENTERED INTO AN AGREEMENT WITH FINRA ON THOSE MATTERS.8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):08/30/2012 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 100,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:UNDERTAKINGSanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: $100,000 FINE PAID 9/17/2012. NONE WAIVED.13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).FINE HAS BEEN PAID. REQUIRED UNDERTAKING TO CORRECT ISSUES CITED IN AWC IS DUE 90 DAYS AFTER DATE OF THE AWC. A REGISTEREDPRINCIPAL OF PFSI MUST CERTIFY IN WRITING TO FINRA'S ATLANTA DISTRICT OFFICE THAT THE DEFICIENCIES NOTED IN THE AWC HAVE BEENCORRECTED.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) STATE OF NEVADA, OFFICE OF THE SECRETARY OF STATE, SECURITIES DIVISION2.Principal Sanction:Civil and Administrative Penalt(ies) /Fine(s)Other Sanctions: PAY COSTS OF INVESTIGATION AND ATTORNEY FEES3.Date Initiated (MM/DD/YYYY): 06/28/2012 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:C112-126-MCF5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:No ProductOther Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):PFSI ACCEPTED A REGISTERED REPRESENTATIVE'S CHARACTERIZATION OF HIS ROLE WITH A COMPANY AS A PASSIVE INVESTMENT WHEN IT HADEVOLVED OVER TIME. PFSI DID NOT HAVE A PROCEDURE REQUIRING ITS REPRESENTATIVES TO DISCLOSE TO THE FIRM COMPENSATION RECEIVEDFROM OUTSIDE MOTIVATIONAL SPEAKERS IN CONNECTION WITH SEMINARS THAT PRIMERICA REPRESENTATIVES MUST PAY A FEE TO ATTEND.8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Consent11.Resolution Date (MM/DD/YYYY):06/28/2013 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 9,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:1.) PAYMENT OF $20,000 TO REIMBURSE THE DIVISION FOR INVESTIGATORY TIME AND COSTS. 2.) PAYMENT OF $20,000 TO REIMBURSE THEDIVISION FOR ATTORNEY'S FEES AND COSTS. 3.) PAYMENT OF $1,000 FOR INSPECTION OF RECORDS. 4.) CONDUCT TRAINING FOR PFSI'SREGISTERED REPRESENTATIVES IN NEVADA. 5.) AMEND PFSI MANUALSanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: PAYMENT OF $50,000 MADE ON 06/28/201313.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).PFSI MANUAL WILL BE AMENDED WITH 60 DAYS OF THE ORDER. TRAINING WILL BE CONDUCTED WITHIN 60 DAYS OF THE ORDER.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5251458 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:TUGGLE, JAMEY, SEAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1141270 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HARTLEY, DANIEL, RAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1396480 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ZIRK, KEVIN, SCOTT(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:4684835 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:MURRAY, WILLIAM, SCOTT(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction: Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: 11.Resolution Date (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1)11.C(2)11.C(3)11.C(4)11.C(5) 11.D(1)11.D(2)11.D(3)11.D(4)11.D(5) 11.E(1)11.E(2)11.E(3)11.E(4) 11.F.11.G. (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC.(b)Primary business name of custodian:TD AMERITRADE, INC.(c)The location(s) of the custodian's office(s) responsible for custody of the assets :City:SAN DIEGO State:California Country:United States Yes No(d)Is the custodian a related person of your firm?(e)If the custodian is a broker-dealer, provide its SEC registration number (if any)8 - 23395(f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (ifany)(g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?$ 1,223,496,668Item 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANSIf you engage in that business under a different name, provide that name:PFS INVESTMENTS INC.Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest mayoccur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of youradvisory affiliates and any person that is under common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of abroker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of yourfirm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to completeSection 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. ofSchedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection withadvisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to therelated person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with therelated person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to yourclients(other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to beoperationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: PRIMERICA LIFE INSURANCE COMPANY2.Primary Business Name of Related Person: TERM LIFE INSURANCE3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome thepresumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not requiredto obtain a surprise examination for your clients' funds or securities that are maintained at the related person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the nextsentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exemptreporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must,instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabeticalcode, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code ordesignation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in whichconflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participationand interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisoryclient securities are sold to or bought from the brokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities forwhich you or any related person serves as underwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other thanthe receipt of sales commissions as a broker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party("soft dollar benefits") in connection with client securities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" undersection 28(e) of the Securities Exchange Act of 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for thefirm (cash or non-cash compensation in addition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any relatedperson) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or receivedfrom (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of clientreferrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under theInvestment Company Act of 1940) assets and about your custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory feesdirectly from your clients'accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you haveovercome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyou have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do notinclude the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets inconnection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyour related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the followingthat apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statementsare distributed to the investors in the pools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related personsare qualified custodians for client funds and securities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or preparean internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided thisinformation with respect to the private funds you advise in Section 7.B.(1) of Schedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independentunder rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your lastfiscal year, provide the date (MM/YYYY) the examination commenced: 09/2018F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,actas qualified custodians for your clients in connection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct ownersand executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reportedon either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?If yes, complete Section 10.A. of Schedule D.B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please complete Section 10.B. of Schedule D. SECTION 10.A. Control Persons No Information FiledSECTION 10.B. Control Person Public Reporting CompaniesB. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please provide the following information (you must complete a separate Schedule D Section 10.B. for each public reportingcompany):(1)Full legal name of the public reporting company:PRIMERICA, INC.(2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):147592Item 11 Disclosure InformationIn this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information todetermine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as aninvestment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more thanone of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under anumbrella registration.Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) allof your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten yearsfollowing the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit yourdisclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes ofcalculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminaryorders, judgments, or decrees lapsed.You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.Yes NoDo any of the events below involve you or any of your supervised persons?For "yes" answers to the following questions, complete a Criminal Action DRP:A. In the past ten years, have you or any advisory affiliate:Yes No(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?(2)been charged with any felony?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) tochargesthat are currently pending.B.In the past ten years, have you or any advisory affiliate:(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?(2)been charged with a misdemeanor listed in Item 11.B.(1)?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) tochargesthat are currently pending.For "yes" answers to the following questions, complete a Regulatory Action DRP:C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?(3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)entered an order against you or any advisory affiliate in connection with investment-related activity?(5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:(1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?(2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?(3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do businessdenied, suspended, revoked, or restricted?(4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?(5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisoryaffiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?E.Has any self-regulatory organization or commodities exchange ever:(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor ruleviolation" under a plan approved by the SEC)?(3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending youor the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked orsuspended?G.Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,11.D., or 11.E.?For "yes" answers to the following questions, complete a Civil Judicial Action DRP:H. (1)Has any domestic or foreign court:Yes No(a)in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?(b)ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?(c)ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by astate or foreign financial regulatory authority?(2)Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?Item 12 Small BusinessesThe SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determinewhether you meet the definition of "small business" or "small organization" under rule 0-7.Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assetsunder management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending acurrent state registration, or switching from SEC to state registration.For purposes of this Item 12 only:Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's totalassets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet withsubsidiaries included, if that amount is larger).Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, bycontract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percentor more of the profits, of another person is presumed to control the other person.Yes NoA. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?If "yes," you do not need to answer Items 12.B. and 12.C.B.Do you:(1)control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV)of $25 million or more on the last day of its most recent fiscal year?(2)control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscalyear?C.Are you:(1)controlled by or under common control with another investment adviser that had regulatory assets under management (calculated inresponse to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year?(2)controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on thelast day of its most recent fiscal year?Schedule ADirect Owners and Executive Officers1.Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executiveofficers. Use Schedule C to amend this information.2.Direct Owners and Executive Officers. List below the names of:(a)each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer isrequired if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similarstatus or functions;(b)if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are apublic reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of aclass of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild,parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharingthe same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase thesecurity.(c)if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, orhave contributed, 5% or more of your capital;(d)in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or hascontributed, 5% or more of your capital, the trust and each trustee; and(e)if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5%or more of your capital, and (ii) if managed by elected managers, all elected managers.3.Do you have any indirect owners to be reported on Schedule B? Yes No 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner or executive officer is an individual.5.Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, ormember; and for shareholders or members, the class of securities owned (if more than one is issued).6.Ownership codes are:NA - less than 5%B - 10% but less than 25%D - 50% but less than 75%A - 5% but less than 10%C - 25% but less than 50%E - 75% or more7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals:Last Name, First Name, MiddleName)DE/FE/I Title or Status Date Title orStatus AcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA FINANCE CORPORATION DE DIRECT OWNER 10/1995 E Y N 06-1200807SIEGEL, DAVID HOWARD I DIRECTOR AND PRESIDENT 01/2005 NA Y N xxx-xx-xxxxKELLY, WILLIAM ADDAMS I DIRECTOR AND CHIEF EXECUTIVEOFFICER 01/2005 NA Y N xxx-xx-xxxxWATTS, JOHN SIMMERMAN III I SENIOR VICE PRESIDENT ANDCHIEF COUNSEL 03/2005 NA Y N xxx-xx-xxxxGRUBENHOFF, SHARON KING I SENIOR VICE PRESIDENT,TREASURER, AND CHIEFFINANCIAL OFFICER 07/2011 NA Y N 2234267KYLE-MITCHELL, CYNTHIA EILEEN I DIRECTOR; EXECUTIVE VICEPRESIDENT-OPERATIONS 09/2005 NA Y N xxx-xx-xxxxWOODRING, DANIEL AARON I EXECUTIVE VICE PRESIDENT ANDCHIEF COMPLIANCE OFFICER 01/2011 NA Y N 4028705MITCHELL, MELANIE JO I EXECUTIVE VICE PRESIDENT 12/2008 NA Y N xxx-xx-xxxxGEER, STACEY K I SECRETARY 08/2012 NA Y N 6113725NEMETZ, WILLIAM JAMES I EXECUTIVE VICE PRESIDENT 05/2014 NA Y N 4589878SUKIN, KAREN LYNN I EXECUTIVE VICE PRESIDENT ANDGENERAL COUNSEL 06/2015 NA Y N 6292138FENDLER, JEFFREY SCOTT I EXECUTIVE VICE PRESIDENT 08/2016 NA Y N 1241839MILLER, DEBORAH I EXECUTIVE VICE PRESIDENT 05/2010 NA Y N 3036949Schedule BIndirect Owners1.Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must firstcomplete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.2.Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:(a)in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or directthe sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence;or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.(b)in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upondissolution, or have contributed, 25% or more of the partnership's capital;(c)in the case of an owner that is a trust, the trust and each trustee; and(d)in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or havecontributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.3.Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) ofthe Exchange Act) is reached, no further ownership information need be given.4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner is an individual.5.Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders ormembers, the class of securities owned (if more than one is issued).6.Ownership codes are:C - 25% but less than 50%E - 75% or moreD - 50% but less than 75%F - Other (general partner, trustee, or elected manager)7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals: LastName, First Name, Middle Name)DE/FE/I Entity in WhichInterest isOwned Status Date StatusAcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA, INC.DE PRIMERICAFINANCECORPORATION SOLESHAREHOLDER 04/2010 E Y Y 27-1204330Schedule D - MiscellaneousYou may use the space below to explain a response to an Item or to provide any other information.Schedule R No Information FiledDRP PagesCRIMINAL DISCLOSURE REPORTING PAGE (ADV)No Information FiledREGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINANCIAL INDUSTRY REGULATORY AUTHORITY2.Principal Sanction:CensureOther Sanctions: $35,000 FINE3.Date Initiated (MM/DD/YYYY): 03/09/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20080154131015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:No ProductOther Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):RULE 17A-4 OF THE SECURITIES EXCHANGE ACT OF 1934, FINRA RULE 2010 AND NASD RULES 2110 AND 3110: PFS INVESTMENTS INC FAILED TORETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKET AS REQUIRED BY SEC RULE 17A-4(B)(4)8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):03/09/2010 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 35,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: $35,000 FINE PAID BY PFS INVESTMENTS INC. ON 03/23/2010.13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).PFS INVESTMENTS INC FAILED TO RETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKETAS REQUIRED BY SEC RULE 17A-4(B)(4). PFS INVESTMENTS INC CONSENTED TO SANCTIONS AND ENTRY OF FINDINGS, AGREED TO UNDERTAKE ANDCORRECT DEFICIENCIES, AND AGREED THAT THE FIRM'S COMPLIANCE DIRECTOR WILL CERTIFY TO FINRA STAFF THAT DEFICIENCIES HAVE BEENCORRECTED.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINRA2.Principal Sanction:Civil and Administrative Penalt(ies) /Fine(s)Other Sanctions: CENSURE UNDERTAKING3.Date Initiated (MM/DD/YYYY): 03/15/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20110257912015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Mutual Fund(s)Other Product Types: VARIABLE ANNUITIES, 529 COLLEGE SAVINGS PLANS7.Describe the allegations related to this regulatory action (your response must fit within the space provided):FINRA ALLEGED PFSI DID NOT PROVIDE CERTAIN CUSTOMERS WITH COPIES OF ACCOUNT INFORMATION WITHIN 30 DAYS AFTER THE ACCOUNT BEINGOPENED AND THAT PFSI'S INVESTOR PROFILE QUESTIONNAIRE HAD DEFICIENCIES AS TO CERTAIN PFSI CUSTOMERS WHO MADE SHORT-TERMINVESTMENTS IN MUTUAL FUNDS. WITHOUT ADMITTING OR DENYING THE ALLEGATIONS AND SOLELY FOR THE PURPOSES OF THAT FINRA PROCEEDING,PFSI ENTERED INTO AN AGREEMENT WITH FINRA ON THOSE MATTERS.8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):08/30/2012 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 100,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:UNDERTAKINGSanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: $100,000 FINE PAID 9/17/2012. NONE WAIVED.13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).FINE HAS BEEN PAID. REQUIRED UNDERTAKING TO CORRECT ISSUES CITED IN AWC IS DUE 90 DAYS AFTER DATE OF THE AWC. A REGISTEREDPRINCIPAL OF PFSI MUST CERTIFY IN WRITING TO FINRA'S ATLANTA DISTRICT OFFICE THAT THE DEFICIENCIES NOTED IN THE AWC HAVE BEENCORRECTED.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) STATE OF NEVADA, OFFICE OF THE SECRETARY OF STATE, SECURITIES DIVISION2.Principal Sanction:Civil and Administrative Penalt(ies) /Fine(s)Other Sanctions: PAY COSTS OF INVESTIGATION AND ATTORNEY FEES3.Date Initiated (MM/DD/YYYY): 06/28/2012 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:C112-126-MCF5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:No ProductOther Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):PFSI ACCEPTED A REGISTERED REPRESENTATIVE'S CHARACTERIZATION OF HIS ROLE WITH A COMPANY AS A PASSIVE INVESTMENT WHEN IT HADEVOLVED OVER TIME. PFSI DID NOT HAVE A PROCEDURE REQUIRING ITS REPRESENTATIVES TO DISCLOSE TO THE FIRM COMPENSATION RECEIVEDFROM OUTSIDE MOTIVATIONAL SPEAKERS IN CONNECTION WITH SEMINARS THAT PRIMERICA REPRESENTATIVES MUST PAY A FEE TO ATTEND.8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Consent11.Resolution Date (MM/DD/YYYY):06/28/2013 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 9,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:1.) PAYMENT OF $20,000 TO REIMBURSE THE DIVISION FOR INVESTIGATORY TIME AND COSTS. 2.) PAYMENT OF $20,000 TO REIMBURSE THEDIVISION FOR ATTORNEY'S FEES AND COSTS. 3.) PAYMENT OF $1,000 FOR INSPECTION OF RECORDS. 4.) CONDUCT TRAINING FOR PFSI'SREGISTERED REPRESENTATIVES IN NEVADA. 5.) AMEND PFSI MANUALSanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: PAYMENT OF $50,000 MADE ON 06/28/201313.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).PFSI MANUAL WILL BE AMENDED WITH 60 DAYS OF THE ORDER. TRAINING WILL BE CONDUCTED WITHIN 60 DAYS OF THE ORDER.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5251458 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:TUGGLE, JAMEY, SEAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1141270 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HARTLEY, DANIEL, RAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1396480 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ZIRK, KEVIN, SCOTT(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:4684835 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:MURRAY, WILLIAM, SCOTT(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s)or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number: 1630517 This advisory affiliate is a Firm an Individual Registered:Yes No Name:VANG, PAJTSHENG (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction: Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Product Types: (i)Exchange-Traded Equity Securities 60 %(ii)Non Exchange-Traded Equity Securities 0 %(iii)U.S. Government/Agency Bonds 0 %(iv)U.S. State and Local Bonds 0 %(v)Sovereign Bonds 0 %(vi)Investment Grade Corporate Bonds 0 %(vii)Non-Investment Grade Corporate Bonds 0 %(viii)Derivatives 0 %(ix)Securities Issued by Registered Investment Companies or Business Development Companies 37 %(x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business DevelopmentCompanies)0 %(xi)Cash and Cash Equivalents 3 %(xii)Other 0 %Generally describe any assets included in "Other"SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand DerivativesNo information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If yourregulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should completeQuestion (b).(a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separatelymanaged account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the dateused to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months beforethe end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accountsincluded in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of lessthan $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.(i) Mid-YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (ii) End of YearGross NotionalExposure (1) Regulatory AssetsUnder Management (2)Borrowings (3) Derivative Exposures(a) InterestRateDerivative (b) ForeignExchangeDerivative (c) CreditDerivative (d) EquityDerivative (e) CommodityDerivative (f) OtherDerivativeLess than 10%$$%%%%%%10-149%$$%%%%%%150% or more $$%%%%%%Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate yourregulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, youshould only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of grossnotional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) thedollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management ofless than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) BorrowingsLess than 10%$$10-149%$$150% or more $$Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in themanagement of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed AccountsComplete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed accountregulatory assets under management.(a)Legal name of custodian:TD AMERITRADE, INC.(b)Primary business name of custodian:TD AMERITRADE, INC.(c)The location(s) of the custodian's office(s) responsible for custody of the assets :City:SAN DIEGO State:California Country:United States Yes No(d)Is the custodian a related person of your firm?(e)If the custodian is a broker-dealer, provide its SEC registration number (if any)8 - 23395(f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (ifany)(g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?$ 1,223,496,668Item 6 Other Business ActivitiesIn this Item, we request information about your firm's other business activities.A. You are actively engaged in business as a (check all that apply):(1) broker-dealer (registered or unregistered)(2)registered representative of a broker-dealer(3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(4)futures commission merchant(5)real estate broker, dealer, or agent(6)insurance broker or agent(7)bank (including a separately identifiable department or division of a bank)(8)trust company(9)registered municipal advisor(10)registered security-based swap dealer(11)major security-based swap participant(12)accountant or accounting firm(13)lawyer or law firm(14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.Yes NoB.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?(2)If yes, is this other business your primary business?If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.Yes No(3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.SECTION 6.A. Names of Your Other Businesses No Information FiledSECTION 6.B.(2) Description of Primary BusinessDescribe your primary business (not your investment advisory business):If you engage in that business under a different name, provide that name:SECTION 6.B.(3) Description of Other Products and ServicesDescribe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. MUTUAL FUNDS, VARIABLE ANNUITIES, 401(K) AND 529 PLANSIf you engage in that business under a different name, provide that name:PFS INVESTMENTS INC.Item 7 Financial Industry AffiliationsIn this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest mayoccur between you and your clients.A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of youradvisory affiliates and any person that is under common control with you.You have a related person that is a (check all that apply):(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)(2)other investment adviser (including financial planners)(3)registered municipal advisor(4)registered security-based swap dealer(5)major security-based swap participant(6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(7)futures commission merchant(8)banking or thrift institution(9)trust company(10)accountant or accounting firm(11)lawyer or law firm(12)insurance company or agency(13)pension consultant(14)real estate broker or dealer(15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(16)sponsor, general partner, managing member (or equivalent) of pooled investment vehiclesNote that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of abroker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of yourfirm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to completeSection 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. ofSchedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection withadvisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to therelated person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with therelated person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to yourclients(other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to beoperationally independent under rule 206(4)-2 of the Advisers Act.SECTION 7.A. Financial Industry AffiliationsComplete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.1. Legal Name of Related Person: PRIMERICA LIFE INSURANCE COMPANY2.Primary Business Name of Related Person: TERM LIFE INSURANCE3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any):(b)CIK Number(s) (if any):No Information Filed5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer(b) other investment adviser (including financial planners)(c) registered municipal advisor(d) registered security-based swap dealer(e) major security-based swap participant(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)(g) futures commission merchant(h) banking or thrift institution(i) trust company(j) accountant or accounting firm(k) lawyer or law firm(l) insurance company or agency(m) pension consultant(n) real estate broker or dealer(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No6.Do you control or are you controlled by the related person?7.Are you and the related person under common control?8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?(b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome thepresumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not requiredto obtain a surprise examination for your clients' funds or securities that are maintained at the related person?(c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:Number and Street 1:Number and Street 2:City:State:Country:ZIP+4/Postal Code:If this address is a private residence, check this box: Yes No9.(a)If the related person is an investment adviser, is it exempt from registration?(b)If the answer is yes, under what exemption?10.(a)Is the related person registered with a foreign financial regulatory authority ?(b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.No Information Filed11.Do you and the related person share any supervised persons?12.Do you and the related person share the same physical location?Item 7 Private Fund Reporting Yes NoB.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the nextsentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exemptreporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must,instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabeticalcode, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code ordesignation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information FiledSECTION 7.B.(2) Private Fund Reporting No Information FiledItem 8 Participation or Interest in Client TransactionsIn this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in whichconflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participationand interest that you expect to engage in during the next year.Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.Proprietary Interest in Client TransactionsA. Do you or any related person:Yes No(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?(2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?(3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?Sales Interest in Client TransactionsB.Do you or any related person:Yes No(1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisoryclient securities are sold to or bought from the brokerage customer (agency cross transactions)?(2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities forwhich you or any related person serves as underwriter or general or managing partner?(3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other thanthe receipt of sales commissions as a broker or registered representative of a broker-dealer)?Investment or Brokerage DiscretionC.Do you or any related person have discretionary authority to determine the:Yes No(1)securities to be bought or sold for a client's account?(2)amount of securities to be bought or sold for a client's account?(3)broker or dealer to be used for a purchase or sale of securities for a client's account?(4)commission rates to be paid to a broker or dealer for a client's securities transactions?D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?E.Do you or any related person recommend brokers or dealers to clients?F.If you answer "yes" to E. above, are any of the brokers or dealers related persons?G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party("soft dollar benefits") in connection with client securities transactions?(2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" undersection 28(e) of the Securities Exchange Act of 1934?H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?(2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for thefirm (cash or non-cash compensation in addition to the employee's regular salary)?I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any relatedperson) for client referrals?In your response to Item 8.I., do not include the regular salary you pay to an employee.In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or receivedfrom (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of clientreferrals. Item 9 CustodyIn this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under theInvestment Company Act of 1940) assets and about your custodial practices.A. (1) Do you have custody of any advisory clients':Yes No(a) cash or bank accounts?(b) securities?If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory feesdirectly from your clients'accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you haveovercome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.(2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyou have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients'accounts, do notinclude the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets inconnection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).Instead, include that information in your response to Item 9.B.(2).B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':Yes No(a) cash or bank accounts?(b) securities?You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).(2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for whichyour related persons have custody:U.S. Dollar Amount Total Number of Clients(a) $(b)C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the followingthat apply:(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.(2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statementsare distributed to the investors in the pools.(3)An independent public accountant conducts an annual surprise examination of client funds and securities.(4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related personsare qualified custodians for client funds and securities.If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or preparean internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided thisinformation with respect to the private funds you advise in Section 7.B.(1) of Schedule D).D.Do you or your related person(s)act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No(1)you act as a qualified custodian(2)your related person(s)act as qualified custodian(s)If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independentunder rule 206(4)-2 of the Advisers Act.E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your lastfiscal year, provide the date (MM/YYYY) the examination commenced: 09/2018F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,actas qualified custodians for your clients in connection with advisory services you provide to clients?0SECTION 9.C. Independent Public Accountant No Information FiledItem 10 Control PersonsIn this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10should be provided for the filing adviser only.If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct ownersand executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reportedon either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.Yes NoA. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?If yes, complete Section 10.A. of Schedule D.B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please complete Section 10.B. of Schedule D. SECTION 10.A. Control Persons No Information FiledSECTION 10.B. Control Person Public Reporting CompaniesB. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the SecuritiesExchange Act of 1934, please provide the following information (you must complete a separate Schedule D Section 10.B. for each public reportingcompany):(1)Full legal name of the public reporting company:PRIMERICA, INC.(2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):147592Item 11 Disclosure InformationIn this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information todetermine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as aninvestment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more thanone of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under anumbrella registration.Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) allof your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten yearsfollowing the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit yourdisclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes ofcalculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminaryorders, judgments, or decrees lapsed.You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.Yes NoDo any of the events below involve you or any of your supervised persons?For "yes" answers to the following questions, complete a Criminal Action DRP:A. In the past ten years, have you or any advisory affiliate:Yes No(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?(2)been charged with any felony?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) tochargesthat are currently pending.B.In the past ten years, have you or any advisory affiliate:(1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?(2)been charged with a misdemeanor listed in Item 11.B.(1)?If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) tochargesthat are currently pending.For "yes" answers to the following questions, complete a Regulatory Action DRP:C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?(3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)entered an order against you or any advisory affiliate in connection with investment-related activity?(5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:(1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?(2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?(3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do businessdenied, suspended, revoked, or restricted?(4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?(5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisoryaffiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?E.Has any self-regulatory organization or commodities exchange ever:(1)found you or any advisory affiliate to have made a false statement or omission?(2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor ruleviolation" under a plan approved by the SEC)?(3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,suspended, revoked, or restricted?(4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending youor the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked orsuspended?G.Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,11.D., or 11.E.?For "yes" answers to the following questions, complete a Civil Judicial Action DRP:H. (1)Has any domestic or foreign court:Yes No(a)in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?(b)ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?(c)ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by astate or foreign financial regulatory authority?(2)Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?Item 12 Small BusinessesThe SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determinewhether you meet the definition of "small business" or "small organization" under rule 0-7.Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assetsunder management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending acurrent state registration, or switching from SEC to state registration.For purposes of this Item 12 only:Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's totalassets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet withsubsidiaries included, if that amount is larger).Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, bycontract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percentor more of the profits, of another person is presumed to control the other person.Yes NoA. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?If "yes," you do not need to answer Items 12.B. and 12.C.B.Do you:(1)control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV)of $25 million or more on the last day of its most recent fiscal year?(2)control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscalyear?C.Are you:(1)controlled by or under common control with another investment adviser that had regulatory assets under management (calculated inresponse to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year?(2)controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on thelast day of its most recent fiscal year?Schedule ADirect Owners and Executive Officers1.Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executiveofficers. Use Schedule C to amend this information.2.Direct Owners and Executive Officers. List below the names of:(a)each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer isrequired if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similarstatus or functions;(b)if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are apublic reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of aclass of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild,parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharingthe same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase thesecurity.(c)if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, orhave contributed, 5% or more of your capital;(d)in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or hascontributed, 5% or more of your capital, the trust and each trustee; and(e)if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5%or more of your capital, and (ii) if managed by elected managers, all elected managers.3.Do you have any indirect owners to be reported on Schedule B? Yes No 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner or executive officer is an individual.5.Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, ormember; and for shareholders or members, the class of securities owned (if more than one is issued).6.Ownership codes are:NA - less than 5%B - 10% but less than 25%D - 50% but less than 75%A - 5% but less than 10%C - 25% but less than 50%E - 75% or more7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals:Last Name, First Name, MiddleName)DE/FE/I Title or Status Date Title orStatus AcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA FINANCE CORPORATION DE DIRECT OWNER 10/1995 E Y N 06-1200807SIEGEL, DAVID HOWARD I DIRECTOR AND PRESIDENT 01/2005 NA Y N xxx-xx-xxxxKELLY, WILLIAM ADDAMS I DIRECTOR AND CHIEF EXECUTIVEOFFICER 01/2005 NA Y N xxx-xx-xxxxWATTS, JOHN SIMMERMAN III I SENIOR VICE PRESIDENT ANDCHIEF COUNSEL 03/2005 NA Y N xxx-xx-xxxxGRUBENHOFF, SHARON KING I SENIOR VICE PRESIDENT,TREASURER, AND CHIEFFINANCIAL OFFICER 07/2011 NA Y N 2234267KYLE-MITCHELL, CYNTHIA EILEEN I DIRECTOR; EXECUTIVE VICEPRESIDENT-OPERATIONS 09/2005 NA Y N xxx-xx-xxxxWOODRING, DANIEL AARON I EXECUTIVE VICE PRESIDENT ANDCHIEF COMPLIANCE OFFICER 01/2011 NA Y N 4028705MITCHELL, MELANIE JO I EXECUTIVE VICE PRESIDENT 12/2008 NA Y N xxx-xx-xxxxGEER, STACEY K I SECRETARY 08/2012 NA Y N 6113725NEMETZ, WILLIAM JAMES I EXECUTIVE VICE PRESIDENT 05/2014 NA Y N 4589878SUKIN, KAREN LYNN I EXECUTIVE VICE PRESIDENT ANDGENERAL COUNSEL 06/2015 NA Y N 6292138FENDLER, JEFFREY SCOTT I EXECUTIVE VICE PRESIDENT 08/2016 NA Y N 1241839MILLER, DEBORAH I EXECUTIVE VICE PRESIDENT 05/2010 NA Y N 3036949Schedule BIndirect Owners1.Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must firstcomplete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.2.Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:(a)in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or directthe sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence;or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.(b)in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upondissolution, or have contributed, 25% or more of the partnership's capital;(c)in the case of an owner that is a trust, the trust and each trustee; and(d)in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or havecontributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.3.Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) ofthe Exchange Act) is reached, no further ownership information need be given.4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or"I" if the owner is an individual.5.Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders ormembers, the class of securities owned (if more than one is issued).6.Ownership codes are:C - 25% but less than 50%E - 75% or moreD - 50% but less than 75%F - Other (general partner, trustee, or elected manager)7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person doesnot have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees arecontrol persons.(b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.(c)Complete each column.FULL LEGAL NAME (Individuals: LastName, First Name, Middle Name)DE/FE/I Entity in WhichInterest isOwned Status Date StatusAcquiredMM/YYYY OwnershipCode ControlPerson PR CRD No. If None: S.S. No. andDate of Birth, IRS Tax No. orEmployer ID No.PRIMERICA, INC.DE PRIMERICAFINANCECORPORATION SOLESHAREHOLDER 04/2010 E Y Y 27-1204330Schedule D - MiscellaneousYou may use the space below to explain a response to an Item or to provide any other information.Schedule R No Information FiledDRP PagesCRIMINAL DISCLOSURE REPORTING PAGE (ADV)No Information FiledREGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINANCIAL INDUSTRY REGULATORY AUTHORITY2.Principal Sanction:CensureOther Sanctions: $35,000 FINE3.Date Initiated (MM/DD/YYYY): 03/09/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20080154131015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:No ProductOther Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):RULE 17A-4 OF THE SECURITIES EXCHANGE ACT OF 1934, FINRA RULE 2010 AND NASD RULES 2110 AND 3110: PFS INVESTMENTS INC FAILED TORETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKET AS REQUIRED BY SEC RULE 17A-4(B)(4)8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):03/09/2010 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 35,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: $35,000 FINE PAID BY PFS INVESTMENTS INC. ON 03/23/2010.13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).PFS INVESTMENTS INC FAILED TO RETAIN COPIES OF A PRE-PRINTED FORM RECEIPT CONTAINED IN ITS STANDARDD ACCOUNT APPLICATION PACKETAS REQUIRED BY SEC RULE 17A-4(B)(4). PFS INVESTMENTS INC CONSENTED TO SANCTIONS AND ENTRY OF FINDINGS, AGREED TO UNDERTAKE ANDCORRECT DEFICIENCIES, AND AGREED THAT THE FIRM'S COMPLIANCE DIRECTOR WILL CERTIFY TO FINRA STAFF THAT DEFICIENCIES HAVE BEENCORRECTED.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) FINRA2.Principal Sanction:Civil and Administrative Penalt(ies) /Fine(s)Other Sanctions: CENSURE UNDERTAKING3.Date Initiated (MM/DD/YYYY): 03/15/2010 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:20110257912015.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Mutual Fund(s)Other Product Types: VARIABLE ANNUITIES, 529 COLLEGE SAVINGS PLANS7.Describe the allegations related to this regulatory action (your response must fit within the space provided):FINRA ALLEGED PFSI DID NOT PROVIDE CERTAIN CUSTOMERS WITH COPIES OF ACCOUNT INFORMATION WITHIN 30 DAYS AFTER THE ACCOUNT BEINGOPENED AND THAT PFSI'S INVESTOR PROFILE QUESTIONNAIRE HAD DEFICIENCIES AS TO CERTAIN PFSI CUSTOMERS WHO MADE SHORT-TERMINVESTMENTS IN MUTUAL FUNDS. WITHOUT ADMITTING OR DENYING THE ALLEGATIONS AND SOLELY FOR THE PURPOSES OF THAT FINRA PROCEEDING,PFSI ENTERED INTO AN AGREEMENT WITH FINRA ON THOSE MATTERS.8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Acceptance, Waiver & Consent(AWC)11.Resolution Date (MM/DD/YYYY):08/30/2012 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 100,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:UNDERTAKINGSanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: $100,000 FINE PAID 9/17/2012. NONE WAIVED.13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).FINE HAS BEEN PAID. REQUIRED UNDERTAKING TO CORRECT ISSUES CITED IN AWC IS DUE 90 DAYS AFTER DATE OF THE AWC. A REGISTEREDPRINCIPAL OF PFSI MUST CERTIFY IN WRITING TO FINRA'S ATLANTA DISTRICT OFFICE THAT THE DEFICIENCIES NOTED IN THE AWC HAVE BEENCORRECTED.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATE No Information FiledThis DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) STATE OF NEVADA, OFFICE OF THE SECRETARY OF STATE, SECURITIES DIVISION2.Principal Sanction:Civil and Administrative Penalt(ies) /Fine(s)Other Sanctions: PAY COSTS OF INVESTIGATION AND ATTORNEY FEES3.Date Initiated (MM/DD/YYYY): 06/28/2012 Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:C112-126-MCF5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:No ProductOther Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):PFSI ACCEPTED A REGISTERED REPRESENTATIVE'S CHARACTERIZATION OF HIS ROLE WITH A COMPANY AS A PASSIVE INVESTMENT WHEN IT HADEVOLVED OVER TIME. PFSI DID NOT HAVE A PROCEDURE REQUIRING ITS REPRESENTATIVES TO DISCLOSE TO THE FIRM COMPENSATION RECEIVEDFROM OUTSIDE MOTIVATIONAL SPEAKERS IN CONNECTION WITH SEMINARS THAT PRIMERICA REPRESENTATIVES MUST PAY A FEE TO ATTEND.8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:Consent11.Resolution Date (MM/DD/YYYY):06/28/2013 Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ 9,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:1.) PAYMENT OF $20,000 TO REIMBURSE THE DIVISION FOR INVESTIGATORY TIME AND COSTS. 2.) PAYMENT OF $20,000 TO REIMBURSE THEDIVISION FOR ATTORNEY'S FEES AND COSTS. 3.) PAYMENT OF $1,000 FOR INSPECTION OF RECORDS. 4.) CONDUCT TRAINING FOR PFSI'SREGISTERED REPRESENTATIVES IN NEVADA. 5.) AMEND PFSI MANUALSanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: PAYMENT OF $50,000 MADE ON 06/28/201313.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).PFSI MANUAL WILL BE AMENDED WITH 60 DAYS OF THE ORDER. TRAINING WILL BE CONDUCTED WITHIN 60 DAYS OF THE ORDER.GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5251458 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:TUGGLE, JAMEY, SEAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1141270 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HARTLEY, DANIEL, RAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1396480 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ZIRK, KEVIN, SCOTT(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:4684835 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:MURRAY, WILLIAM, SCOTT(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1630517 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:VANG, PAJTSHENG(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: 11.Resolution Date (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1)11.C(2)11.C(3)11.C(4)11.C(5) 11.D(1)11.D(2)11.D(3)11.D(4)11.D(5) 11.E(1)11.E(2)11.E(3)11.E(4) 11.F.11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s)or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE A. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRD Number: 6030003 This advisory affiliate is a Firm an Individual Registered:Yes No Name:SKALSKY, WADE, JONATHAN (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) ARIZONA STATE BAR 2.Principal Sanction: Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: 11.Resolution Date (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? A. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:6030003 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:SKALSKY, WADE, JONATHAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) ARIZONA STATE BAR2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1)11.C(2)11.C(3)11.C(4)11.C(5) 11.D(1)11.D(2)11.D(3)11.D(4)11.D(5) 11.E(1)11.E(2)11.E(3)11.E(4) 11.F.11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s)or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number: 1234118 This advisory affiliate is a Firm an Individual Registered:Yes No Name:KEATING, NICHOLAS, LOUIS (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to A. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:6030003 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:SKALSKY, WADE, JONATHAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) ARIZONA STATE BAR2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1234118 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:KEATING, NICHOLAS, LOUIS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction: Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: 11.Resolution Date (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., A. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:6030003 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:SKALSKY, WADE, JONATHAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) ARIZONA STATE BAR2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1234118 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:KEATING, NICHOLAS, LOUIS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1)11.C(2)11.C(3)11.C(4)11.C(5) 11.D(1)11.D(2)11.D(3)11.D(4)11.D(5) 11.E(1)11.E(2)11.E(3)11.E(4) 11.F.11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s)or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number: 5770916 This advisory affiliate is a Firm an Individual Registered:Yes No Name:ASHE, KEVIN, KUJENGA (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction: Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: A. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:6030003 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:SKALSKY, WADE, JONATHAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) ARIZONA STATE BAR2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1234118 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:KEATING, NICHOLAS, LOUIS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5770916 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ASHE, KEVIN, KUJENGA(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number: 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: 11.Resolution Date (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1)11.C(2)11.C(3)11.C(4)11.C(5) 11.D(1)11.D(2)11.D(3)11.D(4)11.D(5) 11.E(1)11.E(2)11.E(3)11.E(4) 11.F.11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s)or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates A. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:6030003 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:SKALSKY, WADE, JONATHAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) ARIZONA STATE BAR2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1234118 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:KEATING, NICHOLAS, LOUIS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5770916 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ASHE, KEVIN, KUJENGA(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number: 2381268 This advisory affiliate is a Firm an Individual Registered:Yes No Name:WILLIAMS, DONALD (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction: Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: 11.Resolution Date (MM/DD/YYYY): A. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:6030003 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:SKALSKY, WADE, JONATHAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) ARIZONA STATE BAR2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1234118 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:KEATING, NICHOLAS, LOUIS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5770916 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ASHE, KEVIN, KUJENGA(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:2381268 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:WILLIAMS, DONALD(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1)11.C(2)11.C(3)11.C(4)11.C(5) 11.D(1)11.D(2)11.D(3)11.D(4)11.D(5) 11.E(1)11.E(2)11.E(3)11.E(4) 11.F.11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s)or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number: 1141270 This advisory affiliate is a Firm an Individual Registered:Yes No Name:HARTLEY, DANIEL, RAY (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item A. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:6030003 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:SKALSKY, WADE, JONATHAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) ARIZONA STATE BAR2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1234118 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:KEATING, NICHOLAS, LOUIS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5770916 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ASHE, KEVIN, KUJENGA(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:2381268 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:WILLIAMS, DONALD(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1141270 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HARTLEY, DANIEL, RAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction: Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: 11.Resolution Date (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response A. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:6030003 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:SKALSKY, WADE, JONATHAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) ARIZONA STATE BAR2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1234118 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:KEATING, NICHOLAS, LOUIS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5770916 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ASHE, KEVIN, KUJENGA(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:2381268 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:WILLIAMS, DONALD(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1141270 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HARTLEY, DANIEL, RAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided). GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1)11.C(2)11.C(3)11.C(4)11.C(5) 11.D(1)11.D(2)11.D(3)11.D(4)11.D(5) 11.E(1)11.E(2)11.E(3)11.E(4) 11.F.11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s)or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number: 1017291 This advisory affiliate is a Firm an Individual Registered:Yes No Name:CRAWFORD, KEITH, MICHAEL (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction: Other Sanctions: A. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:6030003 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:SKALSKY, WADE, JONATHAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) ARIZONA STATE BAR2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1234118 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:KEATING, NICHOLAS, LOUIS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5770916 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ASHE, KEVIN, KUJENGA(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:2381268 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:WILLIAMS, DONALD(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1141270 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HARTLEY, DANIEL, RAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1017291 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:CRAWFORD, KEITH, MICHAEL(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: 11.Resolution Date (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1)11.C(2)11.C(3)11.C(4)11.C(5) 11.D(1)11.D(2)11.D(3)11.D(4)11.D(5) 11.E(1)11.E(2)11.E(3)11.E(4) 11.F.11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the A. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:6030003 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:SKALSKY, WADE, JONATHAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) ARIZONA STATE BAR2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1234118 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:KEATING, NICHOLAS, LOUIS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5770916 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ASHE, KEVIN, KUJENGA(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:2381268 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:WILLIAMS, DONALD(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1141270 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HARTLEY, DANIEL, RAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1017291 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:CRAWFORD, KEITH, MICHAEL(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s)or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number: 4609749 This advisory affiliate is a Firm an Individual Registered:Yes No Name:ADAMS, JOSHUA, PHILIP (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction: Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: A. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:6030003 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:SKALSKY, WADE, JONATHAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) ARIZONA STATE BAR2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1234118 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:KEATING, NICHOLAS, LOUIS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5770916 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ASHE, KEVIN, KUJENGA(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:2381268 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:WILLIAMS, DONALD(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1141270 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HARTLEY, DANIEL, RAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1017291 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:CRAWFORD, KEITH, MICHAEL(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:4609749 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ADAMS, JOSHUA, PHILIP(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: 11.Resolution Date (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1)11.C(2)11.C(3)11.C(4)11.C(5) 11.D(1)11.D(2)11.D(3)11.D(4)11.D(5) 11.E(1)11.E(2)11.E(3)11.E(4) 11.F.11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s)or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number: 4915332 This advisory affiliate is a Firm an Individual Registered:Yes No Name:HUNTER, THOMAS, AUGUSTUS (For individuals, Last, First, Middle) A. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:6030003 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:SKALSKY, WADE, JONATHAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) ARIZONA STATE BAR2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1234118 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:KEATING, NICHOLAS, LOUIS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5770916 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ASHE, KEVIN, KUJENGA(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:2381268 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:WILLIAMS, DONALD(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1141270 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HARTLEY, DANIEL, RAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1017291 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:CRAWFORD, KEITH, MICHAEL(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:4609749 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ADAMS, JOSHUA, PHILIP(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:4915332 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HUNTER, THOMAS, AUGUSTUS(For individuals, Last, First,Middle) This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction: Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: 11.Resolution Date (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: A. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:6030003 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:SKALSKY, WADE, JONATHAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) ARIZONA STATE BAR2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1234118 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:KEATING, NICHOLAS, LOUIS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5770916 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ASHE, KEVIN, KUJENGA(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:2381268 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:WILLIAMS, DONALD(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1141270 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HARTLEY, DANIEL, RAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1017291 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:CRAWFORD, KEITH, MICHAEL(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:4609749 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ADAMS, JOSHUA, PHILIP(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:4915332 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HUNTER, THOMAS, AUGUSTUS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1)11.C(2)11.C(3)11.C(4)11.C(5) 11.D(1)11.D(2)11.D(3)11.D(4)11.D(5) 11.E(1)11.E(2)11.E(3)11.E(4) 11.F.11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s)or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number: 2098872 This advisory affiliate is a Firm an Individual Registered:Yes No Name:ISAACMAN, LAWRENCE, JAY (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II A. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:6030003 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:SKALSKY, WADE, JONATHAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) ARIZONA STATE BAR2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1234118 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:KEATING, NICHOLAS, LOUIS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5770916 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ASHE, KEVIN, KUJENGA(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:2381268 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:WILLIAMS, DONALD(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1141270 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HARTLEY, DANIEL, RAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1017291 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:CRAWFORD, KEITH, MICHAEL(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:4609749 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ADAMS, JOSHUA, PHILIP(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:4915332 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HUNTER, THOMAS, AUGUSTUS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:2098872 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ISAACMAN, LAWRENCE, JAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction: Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: 11.Resolution Date (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1)11.C(2)11.C(3)11.C(4)11.C(5) 11.D(1)11.D(2)11.D(3)11.D(4)11.D(5) 11.E(1)11.E(2)11.E(3)11.E(4) A. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:6030003 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:SKALSKY, WADE, JONATHAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) ARIZONA STATE BAR2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1234118 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:KEATING, NICHOLAS, LOUIS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5770916 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ASHE, KEVIN, KUJENGA(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:2381268 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:WILLIAMS, DONALD(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1141270 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HARTLEY, DANIEL, RAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1017291 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:CRAWFORD, KEITH, MICHAEL(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:4609749 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ADAMS, JOSHUA, PHILIP(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:4915332 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HUNTER, THOMAS, AUGUSTUS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:2098872 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ISAACMAN, LAWRENCE, JAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s)or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number: 4915332 This advisory affiliate is a Firm an Individual Registered:Yes No Name:HUNTER, THOMAS, AUGUSTUS (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction: Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Product Types: A. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:6030003 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:SKALSKY, WADE, JONATHAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) ARIZONA STATE BAR2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1234118 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:KEATING, NICHOLAS, LOUIS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5770916 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ASHE, KEVIN, KUJENGA(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:2381268 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:WILLIAMS, DONALD(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1141270 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HARTLEY, DANIEL, RAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1017291 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:CRAWFORD, KEITH, MICHAEL(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:4609749 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ADAMS, JOSHUA, PHILIP(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:4915332 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HUNTER, THOMAS, AUGUSTUS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:2098872 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ISAACMAN, LAWRENCE, JAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:4915332 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HUNTER, THOMAS, AUGUSTUS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: 11.Resolution Date (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV) No Information Filed Part 2 Exemption from brochure delivery requirements for SEC-registered advisers SEC rules exempt SEC-registered advisers from delivering a firm brochure to some kinds of clients. If these exemptions excuse you from delivering a brochure to all of your advisory clients, you do not have to prepare a brochure. Yes No Are you exempt from delivering a brochure to all of your clients under these rules? If no, complete the ADV Part 2 filing below. Amend, retire or file new brochures: Brochure ID Brochure Name Brochure Type(s) 278548 PRIMERICA ADVISORS LIFETIME INVESTMENT PLATFORM Wrap program Execution Pages DOMESTIC INVESTMENT ADVISER EXECUTION PAGE You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to the SEC and all amendments. Appointment of Agent for Service of Process A. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:6030003 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:SKALSKY, WADE, JONATHAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) ARIZONA STATE BAR2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1234118 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:KEATING, NICHOLAS, LOUIS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5770916 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ASHE, KEVIN, KUJENGA(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:2381268 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:WILLIAMS, DONALD(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1141270 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HARTLEY, DANIEL, RAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1017291 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:CRAWFORD, KEITH, MICHAEL(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:4609749 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ADAMS, JOSHUA, PHILIP(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:4915332 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HUNTER, THOMAS, AUGUSTUS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:2098872 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ISAACMAN, LAWRENCE, JAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:4915332 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HUNTER, THOMAS, AUGUSTUS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)No Information FiledPart 2Exemption from brochure delivery requirements for SEC-registered advisersSEC rules exempt SEC-registered advisers from delivering a firm brochure to some kinds of clients. If these exemptions excuse you from delivering abrochure to all of your advisory clients, you do not have to prepare a brochure.Yes NoAre you exempt from delivering a brochure to all of your clients under these rules?If no, complete the ADV Part 2 filing below.Amend, retire or file new brochures:Brochure ID Brochure Name Brochure Type(s)278548 PRIMERICA ADVISORS LIFETIMEINVESTMENT PLATFORM Wrap programExecution PagesDOMESTIC INVESTMENT ADVISER EXECUTION PAGEYou must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV tothe SEC and all amendments. Appointment of Agent for Service of ProcessBy signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the Secretary of State or other legally designated officer, of the state in which you maintain your principal office and place of business and any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding, or arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of the state in which you maintain your principal office and place of business or of any state in which you are submitting a notice filing. Signature I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the investment adviser. The investment adviser and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act. I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records to make them available to federal and state regulatory representatives. Signature: MICHAEL LESUTIS Date: MM/DD/YYYY 05/20/2019 Printed Name: MICHAEL LESUTIS Title: ASSISTANT GENERAL COUNSEL Adviser CRD Number: 10111 NON-RESIDENT INVESTMENT ADVISER EXECUTION PAGE You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to the SEC and all amendments. 1. Appointment of Agent for Service of Process By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint each of the Secretary of the SEC, and the Secretary of State or other legally designated officer, of any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of any state in which you are submitting a notice filing. 2. Appointment and Consent: Effect on Partnerships If you are organized as a partnership, this irrevocable power of attorney and consent to service of process will continue in effect if any partner withdraws from or is admitted to the partnership, provided that the admission or withdrawal does not create a new partnership. If the partnership dissolves, this irrevocable power of attorney and consent shall be in effect for any action brought against you or any of your former partners. 3. Non-Resident Investment Adviser Undertaking Regarding Books and Records By signing this Form ADV, you also agree to provide, at your own expense, to the U.S. Securities and Exchange Commission at its principal office in Washington D.C., at any Regional or District Office of the Commission, or at any one of its offices in the United States, as specified by the Commission, correct, current, and complete copies of any or all records that you are required to maintain under Rule 204-2 under the Investment Advisers Act of 1940. This undertaking shall be binding upon you, your heirs, successors and assigns, and any person subject to your written irrevocable consents or powers of attorney or any of your general partners and managing agents. Signature I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the non-resident investment adviser. The investment adviser and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act. I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records to make them available to federal and state regulatory representatives. Signature: Date: MM/DD/YYYY Printed Name:Title: Adviser CRD Number: 10111 A. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:6030003 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:SKALSKY, WADE, JONATHAN(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) ARIZONA STATE BAR2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1234118 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:KEATING, NICHOLAS, LOUIS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:5770916 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ASHE, KEVIN, KUJENGA(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:2381268 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:WILLIAMS, DONALD(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1141270 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HARTLEY, DANIEL, RAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:1017291 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:CRAWFORD, KEITH, MICHAEL(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:4609749 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ADAMS, JOSHUA, PHILIP(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:4915332 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HUNTER, THOMAS, AUGUSTUS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:2098872 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:ISAACMAN, LAWRENCE, JAY(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).GENERAL INSTRUCTIONSThis Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,11.E., 11.F. or 11.G. of Form ADV.Regulatory ActionCheck item(s) being responded to:11.C(1)11.C(2)11.C(3)11.C(4)11.C(5)11.D(1)11.D(2)11.D(3)11.D(4)11.D(5)11.E(1)11.E(2)11.E(3)11.E(4)11.F.11.G.Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. Filewith a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to thesame event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.PART IA. The person(s)or entity(ies) for whom this DRP is being filed is (are):You (the advisory firm)You and one or more of your advisory affiliatesOne or more of your advisory affiliatesIf this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.ADV DRP - ADVISORY AFFILIATECRDNumber:4915332 This advisory affiliate is a Firm an IndividualRegistered:Yes NoName:HUNTER, THOMAS, AUGUSTUS(For individuals, Last, First,Middle)This DRP should be removed from the ADV record because the advisory affiliate(s)is no longer associated with the adviser.This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser isregistered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in theadviser's or advisory affiliate's favor.If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for anyevent listed in Item 11 that occurred more than ten years ago.This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain thecircumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) tothe IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes NoNOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.PART II1. Regulatory Action initiated by:SEC Other Federal State SRO Foreign(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO ) 2.Principal Sanction:Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:4.Docket/Case Number:5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):6.Principal Product Type:Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided):8.Current Status? Pending On Appeal Final9.If on appeal, regulatory action appealed to (SEC, SRO,Federal or State Court) and Date Appeal Filed:If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.10.How was matter resolved:11.Resolution Date (MM/DD/YYYY): Exact ExplanationIf not exact, provide explanation:12.Resolution Detail:A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount:$ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar SuspensionB.Other Sanctions Ordered:Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given torequalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion ofpenalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your responsemust fit within the space provided).CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)No Information FiledPart 2Exemption from brochure delivery requirements for SEC-registered advisersSEC rules exempt SEC-registered advisers from delivering a firm brochure to some kinds of clients. If these exemptions excuse you from delivering abrochure to all of your advisory clients, you do not have to prepare a brochure.Yes NoAre you exempt from delivering a brochure to all of your clients under these rules?If no, complete the ADV Part 2 filing below.Amend, retire or file new brochures:Brochure ID Brochure Name Brochure Type(s)278548 PRIMERICA ADVISORS LIFETIMEINVESTMENT PLATFORM Wrap programExecution PagesDOMESTIC INVESTMENT ADVISER EXECUTION PAGEYou must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV tothe SEC and all amendments. Appointment of Agent for Service of ProcessBy signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the Secretary of State or other legally designated officer, of thestate in which you maintain your principal office and place of business and any other state in which you are submitting a notice filing, as your agents toreceive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demandfor arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or stateaction, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding, orarbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b)is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939,the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of the statein which you maintain your principal office and place of business or of any state in which you are submitting a notice filing.SignatureI, the undersigned, sign this Form ADV on behalf of, and with the authority of, the investment adviser. The investment adviser and I both certify, underpenalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any otherinformation submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act.I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person havingcustody or possession of these books and records to make them available to federal and state regulatory representatives.Signature: MICHAEL LESUTIS Date: MM/DD/YYYY 05/20/2019Printed Name:MICHAEL LESUTIS Title: ASSISTANT GENERAL COUNSELAdviser CRD Number: 10111NON-RESIDENT INVESTMENT ADVISER EXECUTION PAGEYou must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV tothe SEC and all amendments.1. Appointment of Agent for Service of ProcessBy signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint each of the Secretary of the SEC, and the Secretary of State orother legally designated officer, of any other state in which you are submitting a notice filing, as your agents to receive service, and agree that suchpersons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process orpapers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceeding orarbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of anyactivity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly,upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of any state in which you are submitting anotice filing.2. Appointment and Consent: Effect on PartnershipsIf you are organized as a partnership, this irrevocable power of attorney and consent to service of process will continue in effect if any partner withdrawsfrom or is admitted to the partnership, provided that the admission or withdrawal does not create a new partnership. If the partnership dissolves, thisirrevocable power of attorney and consent shall be in effect for any action brought against you or any of your former partners.3. Non-Resident Investment Adviser Undertaking Regarding Books and RecordsBy signing this Form ADV, you also agree to provide, at your own expense, to the U.S. Securities and Exchange Commission at its principal office inWashington D.C., at any Regional or District Office of the Commission, or at any one of its offices in the United States, as specified by the Commission,correct, current, and complete copies of any or all records that you are required to maintain under Rule 204-2 under the Investment Advisers Act of 1940.This undertaking shall be binding upon you, your heirs, successors and assigns, and any person subject to your written irrevocable consents or powers ofattorney or any of your general partners and managing agents.SignatureI, the undersigned, sign this Form ADV on behalf of, and with the authority of, the non-resident investment adviser. The investment adviser and I bothcertify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibitsand any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act.I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person havingcustody or possession of these books and records to make them available to federal and state regulatory representatives.Signature: Date: MM/DD/YYYYPrinted Name:Title: Adviser CRD Number: 10111 Item 1 - Cover Page PRIMERICA ADVISORS Lifetime Investment Platform Wrap Fee Program Brochure Form ADV Part 2A Appendix 1 (March 31, 2019) Primerica Advisors 1 Primerica Parkway Duluth, GA 30099-0001 (800) 544-5445 This wrap fee program brochure provides information about the qualifications and business practices of Primerica Advisors. If you have any questions about the contents of this brochure, please contact us at (800) 544-5445. The information in this brochure has not been approved by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Primerica Advisors also is available on the SEC’s website at www.adviserinfo.sec.gov. 2 Item 2 - Material Changes Item 2 is intended to provide you with a discussion of material changes from the last annual update of the brochure. The information below summarizes changes to the brochure since the annual update from March 2018. Item 4 of the brochure (Lifetime Investment Platform – Program Overview) was amended to reference that the Program now includes Asset Managers that will construct Models using stocks of individual companies. Item 4 of the brochure (Brokerage and Custodial Services) was updated to reflect that in certain instances TD Ameritrade may impose restrictions on a Program Account that will limit Primerica Advisors’ ability to manage a client’s Program assets. Item 4 of the brochure (Fees) was amended to reflect changes to the Program Fee Schedule. As a result of the addition of new investment models to the Program, the range of Asset Manager fees is now 0.30% to 0.00%. Item 4 of the brochure (Compensation) was updated to provide information regarding financial contributions in support of the Program made by the Asset Managers and TD Ameritrade to Primerica Advisors and its representatives. Item 4 of the brochure (Mutual Fund Share Classes) was amended to reflect that Primerica’s access to funds and share classes is limited by the agreements entered into between TD Ameritrade and the respective funds. Item 4 of the brochure (Conflicts with Respect to Investments in No-Transaction-Fee Funds and Commission-Free ETFs) was amended to include commission-free exchange traded funds as a category of security. Item 5 of the brochure was updated to reflect that certain Models will now require a minimum investment greater than the previous minimum of $25,000 Item 9 of the brochure was amended to include information regarding financial support that TDAI provides to Primerica in support of the administration of the Program. 3 Item 3 - Table of Contents Item 1 Cover Page… .......................................................................... 1 Item 2 Material Changes .................................................................... 2 Item 3 Table of Contents… ................................................................ 3 Item 4 Services, Fees and Compensation… ...................................... 4 Item 5 Account Requirements and Types of Clients ........................ 17 Item 6 Portfolio Manager Selection and Evaluation, Risk of Loss. .. 17 Item 7 Client Information Provided to Portfolio Managers .............. 19 Item 8 Client Contact with Portfolio Managers ................................ 20 Item 9 Additional Information… ....................................................... 20 4 Item 4 - Services, Fees and Compensation About Primerica Advisors Primerica Advisors is the trade name under which PFS Investments Inc. (“PFSI”) conducts its investment advisory business. PFSI, a SEC-registered investment adviser and broker-dealer, is an indirect, wholly-owned subsidiary of Primerica, Inc., a financial services company that is publicly-traded on the NYSE. In addition to offering the wrap fee program described in this brochure, Primerica, Inc., through its subsidiaries, assists its clients in North America by meeting their needs for term life insurance, underwritten by Primerica Life Insurance Company, mutual funds, annuities and other financial products, which are distributed primarily on behalf of third parties. The Lifetime Investment Platform - Program Overview This brochure describes the Primerica Advisors Lifetime Investment Platform wrap fee program (“Program”). The Program is an investment management platform through which Primerica Advisors (“Primerica”) and its investment adviser representatives (“Advisors”) provide advisory services. Primerica is the sponsor and discretionary portfolio manager of the Program. The Program provides you with access to a platform of investment strategies (“Models”) designed to support various investment objectives over your investing lifecycle, while taking into consideration your preferences related to market exposure, taxes, and securities selection. The Models are provided to Primerica by unaffiliated asset management firms (“Asset Managers”), and are constructed using stocks, mutual funds, exchange traded funds (“ETFs”), and in some instances other exchange trade products (“ETPs”), such as exchange traded notes (“ETNs”). Primerica Advisors as Sponsor and Portfolio Manager Primerica is the sponsor and discretionary portfolio manager for the Program. In this capacity, Primerica evaluates Asset Managers and their Models for inclusion in the Program. As part of its evaluation process, Primerica relies on an unaffiliated due diligence consultant to review each Asset Manager and Model that is considered for the Program. The due diligence consultant also provides services to the Program in connection with Primerica’s ongoing oversight of the Asset Managers. The Asset Managers provide Primerica with ongoing investment advice through the delivery of their respective Models. As Asset Managers modify their Models, they will communicate the changes to Primerica. Primerica is responsible for implementing the Models in the accounts of the investors in the Program. Primerica intends to implement the Models as provided by the Asset Managers. If an Asset Manager provides a Model that contains a mutual fund or other holding that Primerica is unable to purchase or is otherwise administratively unable to process, then Primerica, before implementing the model, will request that the Asset Manager provide an alternative. Models constructed using mutual funds generally will invest in an institutional or similar share class that does not charge an upfront sales charge or an annual 12b-1 fee. In the event that an 5 Asset Manager includes a non-institutional share class in a Model, Primerica, before implementing the Model, will request that the Asset Manager replace the fund. Alternatively, after consultation with the Asset Manager, Primerica may implement a Model that includes non-institutional shares if the fund authorizes a waiver of the sales load. 12b-1 fees, if any, paid in connection with the purchase of load-waived mutual fund shares will be retained by the broker-dealer custodian. Primerica conducts ongoing due diligence of the Asset Managers, and, in its discretion and without prior notice, may add a Model, close a Model to new investments or remove a Model from the Program. In the event that Primerica removes a Model from the Program, or an Asset Manager withdraws from the Program, Primerica, as necessary, will sell all Program holdings associated with the Model, without regard to cost basis or tax consequences. If you are invested in a Model that is removed or withdrawn from the Program, Primerica may, at its discretion, either reinvest your assets in a replacement Model or Models that are consistent with your Investment Profile; or hold your assets in cash until you select a replacement Model or Models and communicate your selection to Primerica. Investments in the Program are held and managed in an account (“Program Account”) registered in your name. Primerica is responsible for implementing the Models in your Program Account, and at its discretion, Primerica periodically will place trades in your Program Account so that the holdings remain consistent with those of the Models you have selected, allowing for reasonable variation due to fluctuations in asset values and the time required to implement Model changes. Trades will occur without regard to tax consequences or cost basis, and may be initiated as a result of deposits into or withdrawals from your Program Account, periodic rebalancing due to changes in the relative market value of investments that caused deviations from a Model, or changes to the Model made by the Asset Manager. If your Program Account holds two or more Models, at its discretion, Primerica will place trades in your Program Account so that the assets are apportioned according to the percentages you select for each Model. Program Accounts will be managed according to the Model(s) identified in your Lifetime Investment Platform New Account Application. Subject to Primerica’s discretionary authority to remove a Model from the Program, unless you submit to Primerica a completed Lifetime Investment Platform Model Change Request form, your Program Account will remain invested in the Models identified in your Lifetime Investment Platform New Account Application. The Asset Managers provide investment advice to Primerica and not to any individual client invested in the Program. Investors in the Program do not have a contractual relationship with any of the Asset Managers. Asset Managers and Models Each of the Asset Managers is a registered investment adviser that creates and manages Models that are made available to investors directly and/or indirectly through advisory programs, such as the Lifetime Investment Platform. The Asset Managers create their respective Models utilizing various investment philosophies and styles. The Models are constructed primarily using stocks, mutual funds, or exchange traded funds (“ETFs”), and in some cases, a combination of mutual funds and ETFs. In some instances, Models containing ETFs may also include other exchange 6 traded products (“ETPs), such as exchange traded notes (“ETNs”). The Models are designed with assets allocations ranging from 100% equity to 100% fixed income. Each Model is categorized according to one of six risk-based objectives: Aggressive Growth, Growth, Moderate Growth, Conservative Growth, Conservative, and Fixed Income. The Models are described generally as Strategic or Tactical based on the investment style of the Asset Manager. Income Distribution and Tax Aware Models also are available. Strategic Models generally employ a longer-term outlook and will remain fully invested according to the Model’s targeted asset allocation. The Asset Managers of Strategic Models periodically will adjust the weightings of the asset classes within a Model based on the Asset Manager’s economic outlook. However, Strategic Models generally will not engage in market- timing transactions or replace equity or fixed-income holdings with cash. Typically, Strategic Models will engage in less trading than Tactical Models. Asset Managers offering Tactical Models generally focus on shorter-term economic conditions and will tend to adjust the holdings and the asset allocation of a Model more frequently. Tactical Models, like Strategic Models, will have a targeted asset allocation. However, Tactical Models at times may deviate from the targeted asset allocation and invest significant portions of the Model’s holdings in cash or cash alternatives. Tactical Asset Managers also may respond to perceived market conditions by significantly reducing or eliminating exposure to one or more of the non-cash asset classes within a Model. Both Strategic and Tactical Models offer potential risks and rewards. Strategic Models, because they are generally managed with a focus on longer-term trends and remain fully invested, may experience greater volatility. However, because they remain fully invested, the performance of Strategic Models generally will be less dependent on the timing of the investment decisions made in connection with the management of the Model. The Tactical Models in which the Asset Managers have the option to overweight cash holdings may experience less volatility than other Models. However, Tactical Models may underperform relative to Strategic Models if transactions into and out of cash or other asset classes are mistimed, or if such moves conflict with the general direction of the markets. Income Distribution Models are designed and managed specifically to distribute income in set amounts or over set periods of time. Tax Aware Models invest in municipal bond funds that pay interest that generally is not subject to federal income taxation and are designed and managed with an objective of limiting trading that would result in realized capital gains. There is no guarantee that any of the Models, regardless of the asset allocation or investment style, will result in positive investment performance or achieve an investor’s objectives. Detailed information about each of the Asset Managers is available from Primerica. Before investing in any of the Models you should carefully review an Asset Manager’s materials, including its Form ADV Part 2A. Because Primerica, and not any of the Assets Managers, is the portfolio manager responsible for implementing the Models held in your Program Account, the investment performance of assets 7 invested in a Model through the Program will likely differ from the investment performance of the same Model or similar strategy as managed outside of the Program at the discretion of the Asset Manager who provides the Model. Your Advisor To determine which Models are appropriately suited to your needs, your Advisor will assist you with completing an Investment Profile. This process is used to identify Models that are consistent with your investment objective, risk tolerance, and investment time horizon. Your Advisor may also collect additional information regarding your preferences related to market exposure, tax concerns, securities selection and investment lifecycle. Using this information, your Advisor will present for your consideration and selection a Model or Models for your Program Account. After your Program Account is opened, your Advisor will be available on an ongoing basis to discuss your participation in the Program. It is your responsibility to notify your Advisor of any significant changes in your financial circumstances. You and your Advisor will then determine whether to reconsider the Models selected for your Program Account. It is your responsibility to tell your Advisor if you wish to change the Models held in your Program Account. At least once a year, your Advisor or Primerica will undertake reasonable efforts to contact you to determine if there have been any significant changes in your financial situation or investment objectives, and whether you wish to change your existing instructions or impose any new restrictions regarding the management of your Program Account. Your Advisor does not have discretion to change the Models held in your Program Account. Program Administration Primerica is responsible for the administration of the Program and provides the centralized technology platform on which the Program operates. Primerica uses the technology platform for administrative functions including but not limited to, communicating with the Asset Managers, new account opening, Model trading, client communications, fee billing, Program Account rebalancing, performance reporting and Program Account maintenance, including processing contributions to and redemptions from the Program Account. Primerica requires that certain types of communications be submitted in writing and/or on forms created for a specific purpose. Primerica reserves the right to add, remove or change its administrative forms, procedures and policies at any time. In general, to receive the services offered by the Program, you must 1.) Complete a Lifetime Investment Platform New Account Application; 2.) Execute the Lifetime Investment Platform Advisory Agreement Signature Page; and 3.) Execute a TD Ameritrade Institutional account agreement. A Program Account is not eligible to be funded until after the application and agreements are reviewed and approved by Primerica Advisors and TD Ameritrade Institutional, respectively. Brokerage and Custodial Services Primerica arranges with TD Ameritrade Institutional (“TDAI”), an unaffiliated broker-dealer, to provide custody, trade execution, clearing, settlement and other services for all Program Accounts. TDAI is a qualified custodian, as defined in Rule 206(4)-2 of the Investment Advisors 8 Act of 1940. Investors in the Program direct Primerica to place all transactions in Program Accounts through the TDAI. TDAI may not always obtain as favorable a price as another broker- dealer. By directing Primerica to place all Program Account transactions through TDAI, investors in the Program agree to look only to TDAI to obtain best execution. Directing brokerage to TDAI may result in you receiving less favorable execution terms than might be obtained from another broker-dealer and could increase your cost of investing. Other advisory programs may allow you broader discretion to select an executing broker-dealer. Alternatively, other advisors may agree to accept responsibility for selecting an executing broker-dealers on your behalf. You will receive account statements, transaction confirmations, mutual fund prospectuses, tax forms, and other correspondence, as applicable, from TDAI. You should carefully review all account statements and other communications you receive from TDAI. TDAI is a division of TD Ameritrade, Inc., member FINRA/SIPC. Unless you select another option available from TDAI, any cash balances in a Program Account will be held in the default cash sweep option indicated on the TDAI client agreement. Cash held in a money market fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any other government agency. TDAI reserves the right not to accept a deposit of funds or particular securities. Please see the TDAI Managed Account Agreement and related agreements and disclosures for additional information. Funds or securities not accepted by TDAI are ineligible to be used as a funding source for a Program Account. In addition, TDAI, or its affiliate, serves as the IRS-approved IRA custodian for Program assets held in accounts described in IRC section 403(b)(7), and individual retirement accounts established under IRC section 408 (collectively referred to as “Retirement Accounts”). If your Program Account is a Retirement Account, then you will be subject to the terms of the applicable TD Ameritrade Custodial Account Agreement and Disclosure Statement. Primerica may aggregate orders associated with your Program Account with orders from other customers and execution prices may be affected by such order aggregation practice. You understand that larger orders are relatively more likely than small orders to receive executions at multiple prices. When orders are aggregated, you will receive the average price per unit of the aggregated executed trade. Primerica’s ability to manage your Program Account is subject to the terms and conditions contained in the TDAI Managed Account Agreement, and other related TDAI agreements and disclosures. At times, restrictions imposed by TDAI will limit Primerica’s ability to manage your Program Account. Please see Item 9 below for information regarding economic benefits that Primerica receives from TDAI in connection with the Program. Non-Program Accounts As an accommodation to participants in the Program, a Non-Program Account is available to clients who wish to hold assets at TDAI outside of the Program Models. The Non-Program Account is a self-directed account. Neither Primerica nor your Advisor will provide investment advice for the assets in a Non-Program Account or place orders in a Non-Program Account on your behalf. For all transactions in a Non-Program Account, you must contact TDAI directly. 9 To establish a Non-Program Account, you must identify in the Lifetime Investment Platform New Account Application the specific securities you wish to hold as Non-Program Assets. By entering into the TDAI account agreement, you authorize Primerica to establish a Non- Program Account on your behalf and authorize Primerica to instruct TDAI to hold any securities identified as Non-Program Assets in the Non-Program Account. If at any time you transfer securities held in a Non-Program Account to your Program Account, Primerica will consider such action as an instruction from you to liquidate the securities and to invest the proceeds in the Models held in your Program Account. The Non-Program account is offered as an accommodation to clients with an active advisory agreement with Primerica. By entering into the Advisory Agreement, you grant “view only” access for your Non-Program Account to Primerica and your Advisor. Primerica reserves the right to monitor trading activity in Non-Programs Accounts consistent with applicable law. Assets in a Non-Program Account are not considered by Primerica or your Advisor in connection with the management of your Program Account. The fees applicable to Non- Program accounts are established by TDAI and are separate from the Program Fee (discussed below) that you will pay to Primerica Advisors. Fees Investors in the Program agree to pay an annual program fee (“Program Fee”) for the services provided through the Program. Primerica Advisors has established the following fee schedule for the Program. Program Fee Schedule Account Value Program Fee (Maximum) $250,000 or less 2.07% $250,000.01 - $500,000 2.03% $500,000.01 - $1,000,000 1.99% $1,000,000.01 and up 1.80% Over $3,000,000 1.55% 10 The Program Fee consists of three components: 1. Advisor; 2. Administration; and 3. Asset Manager. Advisor: The maximum Advisor fee is determined according to the following schedule. Account Value Advisor fee (Maximum) $250,000 or less 1.25% $250,000.01 - $500,000 1.25% $500,000.01 - $1,000,000 1.25% $1,000,000.01 - $3,000,000 1.10% Over $3,000,000 0.85% The Advisor fee is the component of the Program Fee you pay for the advice and services provided to you by your Advisor. A portion of the Advisor fee is retained by Primerica Advisors. The Advisor fee is negotiable. Whether to negotiate generally is a decision made by the Advisor. Primerica limits the amount by which your Advisor is permitted to negotiate a reduction in the Advisor fee. Administration: The Administration fee is determined according the following schedule. Account Value Administration fee $250,000 or less 0.52% $250,000.01 - $500,000 0.48% $500,000.01 - $1,000,000 0.44% $1,000,000.01 and up 0.40% The Administration fee is the component of the Program Fee charged by Primerica Advisors for its services as sponsor, portfolio manager and the administrator of the Program, as well as for the custody and brokerage services provided to the Program by TDAI. Primerica Advisors collects the Administration fee from your account. TDAI bills Primerica Advisors for the services it provides to the Program. In turn, Primerica Advisors pays a portion of the Administration fee to TDAI. Asset Manager: The Asset Manager fee ranges from 0.30% to 0.00% annually depending on the Models selected for the Program Account. The Asset Manager fee is what you pay for the services provided to the Program by the Asset Manager. The full amount of the fee is paid to the Asset Manager. Asset Manager fees vary so that your Program Fee will be more or less depending on which Model(s) you select for your Program Account. Certain Asset Managers, or their affiliates, serve as the investment adviser to the mutual funds or ETFs that are used to construct the Asset Manager’s Models. These Asset Managers, or their affiliates, receive compensation from the fees and expenses charged to the shareholders of the mutual fund or ETF. The Program Fee for Program Accounts invested in the Models provided by such Asset Managers may not include an Asset Manager fee component. Please speak with your Advisor 11 regarding Models that include or are limited to proprietary mutual funds or ETFs, including whether there is an Asset Manager fee for the Model. Additional information regarding Models that include proprietary mutual funds or ETFs is located in this brochure under the heading Other Considerations Regarding Fees. Your Lifetime Investment Platform New Account Application will include a Fee Schedule that establishes the rates your Program Account will be charged for each of the fee components. These rates will be used to determine your Program Fee and to calculate the amount of the Program Fee due each billing cycle. The actual fees you pay will vary depending on the value of your Program Account when the fees are calculated for each monthly billing cycle. The Asset Manager fee and Administration fee generally are not negotiable. How the Program Fee Is Assessed The annual Program Fee is payable in arrears on a monthly basis. For purposes of determining the amount of the Program Fee that you will be charged each billing cycle, Primerica will calculate the total market value of your Program Account at the end of each business day, defined as any day the New York Stock Exchange is open for trading, including trading on an emergency venue. Using the total market value of your Program Account for each business day of the billing cycle, Primerica will calculate an average daily value. Based on the average daily value of your Program Account during the relevant billing cycle, Primerica will charge you a pro rata share of the annual Program Fee according to the Fee Schedule applicable to your Program Account. For the initial month that you are invested in the Program, you will pay a pro-rated Program Fee based on the average daily value of the assets from the date your Program Account is funded through the last day of the monthly billing cycle. For Program Accounts invested in Models that assess different Asset Manager fees, the Program Fee is adjusted based on the portion of the Program Account allocated to each Model. The Program Fee deducted from your Program Account, when stated as a percentage, may vary from the percentage shown in your Fee Schedule based on the amount of your Program Account that is allocated to each Asset Manager at the time the Program Fee is calculated. All assets held in the Program Account are subject to the Program Fee, including assets acquired through dividend reinvestments and automatic investment programs, as well as any portion of the Program Account maintained in cash or short-term vehicles including, but not limited to, money market funds. For limited periods of time, you may elect to allocate all of the assets in your Program Account to cash. If you make this election, you will continue to pay the Program Fee on the full value of your Program Account. For administrative purposes, the monthly billing cycle generally will not track the calendar months. Primerica will debit the Program Fee directly from your Program Account. Primerica, in its discretion, will determine which assets in the Program Account will be liquidated to cover the Program Fee, without regard to tax consequences or cost basis. TDAI will send you a statement, at least quarterly, indicating all amounts disbursed from your Program Account, including the amount of the Program Fee. 12 If the Lifetime Investment Platform Advisory Agreement is terminated other than on the last day of a monthly billing cycle, the Program Fee for the final month will be pro-rated and calculated based on the average daily value of the assets in your Program Account over the number of days during the final monthly billing cycle that the Program Account is funded. The Program Fee will be deducted from the liquidation proceeds. In certain instances, and in our discretion, Primerica may reduce your Program Fee for one or more monthly billing cycles. For purposes of calculating the Program Fee, Primerica will combine the dollar value of accounts owned by family members who reside in the same household. Eligible accounts are linked based on addresses. Abbreviations, misspellings and other variations may prevent eligible accounts from being linked. Please work with your advisor to ensure the address for each of the accounts owned by your household is an exact match. Eligible accounts are linked periodically. The Program Fee will be assessed without regard to any other account until linking is completed. Primerica reserves the right to refuse to household accounts. Additional Fees You May Incur The mutual funds, ETFs and other ETPs held in your account charge fees and expenses that are in addition to the Program Fee. The fees and expenses of the mutual funds and ETFs, including management fees, distribution fees and administrative expenses, are discussed in each fund’s prospectus or statement of additional information and are charged against the assets in the fund. You will not pay a sales charge or a brokerage transaction fee on the purchase or sales of securities in your Program Account. Some mutual funds impose short-term trading fees, as described in their prospectuses. The Program Fee does not include, and the account will be charged separately by TDAI for ancillary services such as returned checks or drafts, express mail fees, wire transfer fees and fees associated with a Non-Program Account. Please see the TDAI Client Agreement for additional information regarding fees for ancillary services. Other Considerations Regarding Fees Certain of the Asset Managers that provide Models to the Program offer the same or similar investment strategies directly to investors. Before investing in the Program, you should consider whether you are eligible to have your assets managed directly by the Asset Manager, and whether it would be less expensive to do so. Additionally, certain Asset Managers construct their Models, in whole or in part, using proprietary mutual funds and ETFs. Meaning the mutual funds and ETFs are sponsored by an affiliate of the Asset Manager, and the Asset Manager, or an affiliate, is an investment adviser to the mutual funds and ETFs. Asset Managers that utilize proprietary mutual funds and ETFs may make their Models available to the Program with or without an Asset Manager fee. If a Model is available without an Asset Manager fee, then the Asset Manager will receive no compensation from the Program Fee. Instead, the Asset Manager, or its affiliate, will receive compensation from the fees charged by its proprietary mutual funds or ETFs held in the Model. If a Model includes proprietary funds and charges an Asset Manager fee, then the Asset Manager, or its affiliates, will receive compensation from both the Program Fee and the fees charged by its proprietary mutual funds or ETFs held in the Model. Generally, Models that do not charge an 13 Asset Manager fee are limited to proprietary mutual funds or ETFs. However, the Program may include Models that are limited to proprietary funds and that also charge an Asset Manager fee. For additional information regarding Models that include proprietary mutual funds or ETFs, including whether there is an Asset Manager fee for the Model, please speak with your Advisor. When selecting a Model, you should carefully consider your investment objective, the Program Fee and each of its components, and whether the Model includes or is limited to proprietary funds. Models for which there is no Asset Manager fee provide you with the opportunity to reduce your Program Fee. However, the full cost of a Model is the Asset Manager fee plus the annual fees charged by the mutual funds or ETFs held in the Model. Even though a Model charges no Asset Manager fee, the fees charged by the mutual funds and ETFs could cause the full cost of a Model to be more than a Model that does charge an Asset Manager fee. Information regarding the annual expenses charged by a mutual fund or ETF can be found in a fund’s prospectus. Because of the fees associated with investing through a wrap fee program, such as the Lifetime Investment Platform, assets invested in a Model through the Program generally will experience reduced investment performance compared to assets invested in the same or similar strategy that is managed directly by the Asset Manager outside of the Program. Participating in the Program may cost you more or less than purchasing advice, brokerage services and custody separately, depending on factors such as the cost of the services if provided separately and the level of trading in the account. You may be able to purchase the securities held in the Program Account in a brokerage account outside of the Program, which may be more economical depending on a number of factors including, share class availability, the length of time the securities are held, whether you pays an annual advisory fee, whether you pay a front- end or back-end sales charge, the level of trading activity in the account, and whether mutual fund shares, if any, are purchased from a single fund family or multiple fund families. Generally, the type of clients that may find a commission-based account to be a more cost-efficient option are those who plan to buy and hold their mutual funds for long periods, those that will qualify for breakpoint commission discounts, and those that are not interested in the investment advice, active management and additional services offered through the Program. You should carefully consider whether your financial needs are best met through an account with potentially lower costs that offers fewer services or through an account with potentially increased costs that provides you with enhanced services, such as ongoing investment advice and monitoring. If you plan to sell securities or liquidate other investment vehicles to fund your Program Account, you should also consider the cost of any back-end sales charges, surrender penalties, taxes, other fees or loss of contractual benefits that you may incur. Rebalancing and other transactions performed to facilitate changes to the Models in your Program Account will not result in any additional charges. The frequency of transactions within your Program Account will vary based on the investment style of the Models you select, and the adjustments made to the Models by the Asset Managers. Generally, Tactical Models are likely to experience a greater frequency of the trading than Strategic Models. 14 As a result, paying a fixed fee that covers transactions may be of more benefit to clients who select Models with more frequent trading. ETFs and other ETPs are not available through PFSI’s broker-dealer business. Additionally, the selection of mutual fund families available through PFSI’s broker-dealer business is significantly more limited compared to the universe of mutual funds from which the Asset Managers can select when creating a Model. Investors who prefer ETFs and having access to a broader range of mutual funds, but not within an advisory program, are unable to satisfy those preferences investing through the Program or through a PFSI brokerage account. As a result, Primerica Advisors has a potential conflict of interest that could cause the firm and its Advisors to recommend the Program to such an investor. Primerica mitigates this conflict through disclosure. Compensation Primerica is compensated through the receipt of a portion of the Program Fee and will continue to receive such compensation for as long as your assets remain in the Program. Your Advisor is compensated through the receipt of a portion of the Advisor fee component of the Program Fee. The amount of this compensation may be more or less than what would be received if you paid separately for the investment advice, brokerage and other services provided by the Program or participated in other types of advisory or brokerage programs. Additionally, if you invest in mutual funds through PFSI’s brokerage business, or invest in annuities through PFSI or its affiliates, your Advisor typically will receive upfront compensation based on the amount of your investment, as well as annual trail commissions based on your account value. The amount of compensation received annually from the Advisor fee typically will be less than the upfront compensation generated by an investment in mutual funds or an annuity, but more than an annual trail commission generated by an investment in mutual funds or an annuity. However, assuming you maintain your Program Account for a sufficient period of time, the annual compensation derived from the Advisor fee over time will exceed the amount of compensation that would have been received from an equivalent investment amount in mutual funds or annuities. Therefore, if you plan to invest for longer periods of time, your Advisor may have a financial incentive to recommend the Program over other services offered by PFSI and affiliates. Conversely, if you intend to invest for shorter periods of time, your Advisor may have an incentive to recommend that you invest in mutual funds or annuities that generate upfront compensation at the time of your investment. Primerica mitigates this potential conflict through disclosure. Your Advisor will receive the same compensation regardless of the Models recommended for your Program Account. Primerica’s and your Advisor’s compensation will vary from the compensation received from other investors in the Program based on the Advisor fee agreed to between you and your Advisor. Advisors participate in award and incentive programs which will result in some advisors receiving cash bonuses, trips or other non-cash compensation based on their Program sales, which may influence their decision to present a particular product to you for your consideration. 15 Primerica Advisors’ Conflicts with Respect to Investments in No-Transaction-Fee Funds and Commission-Free ETFs. As discussed above, and pursuant to our agreement with TDAI, Primerica Advisors compensates TDAI for its services from the Administration fee, which is a component of the total Program Fee you pay to Primerica Advisors. With respect to Program investments in certain mutual funds and ETFs, commonly referred to as no-transaction-fee funds (“NTF Funds”) and commission- free ETFs, TDAI is also compensated through its agreement with the fund or ETF sponsor. While the Program Fee and Administration fee you pay do not vary based on the assets held in your Program account, Primerica Advisors retains a greater percentage of the Administration fee when you invest in NTF Funds or commission-free ETFs than it retains when you invest in other investment options available through the Program. This creates a conflict of interest for Primerica Advisors to favor Models that include NTF Funds or commission-free ETFs. Primerica Advisors mitigates this conflict by disclosing it to you, and through its policies and procedures that require its Advisors to recommend Asset Managers and Models that are appropriate for you. Additionally, the compensation your Advisor receives does not depend on the Asset Managers and Models he or she recommends, including whether the Asset Manager selects NTF Funds or commission-free ETFs for its Models. Moreover, the Asset Managers, and not Primerica Advisors, determine which securities to include in a Model, and therefore, whether a client’s assets are invested in NTF Funds or commission-free ETFs. Conference and Training Assistance Provided to Primerica Advisors Because Primerica Advisors, the Asset Managers and TDAI are generally compensated from the Program Fee (as discussed in more detail above), Primerica Advisors, the Asset Managers and TDAI have a common financial interest in increasing the total assets invested in the Program. In furtherance of this common interest, the Asset Managers and TDAI assist Primerica in promoting the Program and provide financial support for conferences, incentive trips and training seminars designed in part to educate Advisors on the features and services offered by the Program. Primerica hosts these events on an annual basis and seeks financial support from the Asset Managers and TDAI each year. With respect to the Asset Managers, Primerica requests a standard contribution from each manager, however, some managers pay less. These payments create an incentive for Primerica Advisors to continue its relationship with the Asset Managers and TDAI as service providers, and to favor the Asset Managers that make the higher payments to us. Primerica Advisors mitigates these conflicts by disclosing them to you and through its policies and procedures that are designed to monitor the quality of the services provided by the Asset Managers and TDAI. Promotional Items and Seminar Support Provided to Investment Adviser Representatives Advisors are permitted to conduct seminars to educate potential clients about the Program and to encourage them to invest through the Program. Asset Managers are permitted to participate in and contribute to the cost of these client seminars, and provide promotional items of nominal value. These seminars could influence the Advisor’s decision to recommend Asset Managers that provide such support. Primerica Advisors mitigates this conflict by disclosing it to you and through its policies and procedures that limit the contributions Asset Managers are permitted to make toward client seminars and that require pre-approval from Primerica’s supervisory 16 personnel for such events. Due Diligence and Wholesaling Events On occasion, Asset Managers may hold meetings at their respective offices, or travel to a Primerica branch office, to educate Advisors about the Asset Manager’s investment philosophy and investment strategies. In connection with these meetings, the Asset Manager may provide meals and entertainment to Advisors and may contribute in whole or in part to an Advisor’s travel and lodging expenses incurred to attend such a meeting. These events create a conflict of interest for Advisors who participate in that the support provided by an Asset Manager could influence an Advisor’s decision as to which Asset Manager to recommend. Primerica Advisors mitigates this conflict by disclosing it to you and through its policies and procedures. Mutual Fund Share Classes For Models that include mutual funds, Primerica will seek to invest in institutional or similar share classes that do not impose an upfront sales charge or annual 12b-1 fee. Typically, these share classes are available for purchase by retail investors through advisory programs sponsored by a financial intermediary, or under other limited circumstances. If either you or Primerica terminates your Lifetime Investment Platform Advisory Agreement, then the mutual fund companies generally will allow you to continue to hold the mutual fund shares purchased through the Program, but you generally will be unable to make additional investments in those share classes. However, certain mutual funds have policies, outlined in a fund’s prospectus, that authorize the redemption or exchange of shares purchased through the Program if you transfer the shares out of your Program Account, or if either you or Primerica terminates your Lifetime Investment Platform Advisory Agreement. If a fund, or service provider authorized by the prospectus, elects to exchange your shares, generally you will receive Class A or similar shares of the same fund. The shares you receive from the exchange may have annual expenses that are higher than the shares previously held in your Program Account, and the fund, or service provider authorized by the prospectus, may impose a sales charge in connection with the exchange. Please review the prospectus for additional information regarding a fund’s policies related to the redemption or exchange of shares no longer held in the Program. Shares subject to redemption or exchange may be acquired in your Program Account at any time as changes to a Model are implemented. Primerica’s access to mutual funds and share classes within each fund is limited to the funds and share classes offered by TDAI, which are determined by the agreements entered into between TDAI and the respective funds. As a result, an Asset Manager may select for a Model a mutual fund or share class that is not available through TDAI, and therefore, is not available to the Program. If an Asset Manager selects a fund or share class not available through TDAI, Primerica will request that the Asset Manager select an alternative. The need to select an alternative fund or share class from the options available through TDAI may result in you owning a fund or share class with higher annual expenses than the fund or share class originally selected by the Asset Manager. 17 Item 5 - Account Requirements and Types of Clients The Program is designed for individual U.S. citizens and lawful permanent residents, and certain entities seeking investment advice regarding both retirement and non-retirement assets. Primerica Advisors does not provide investment advice to institutional clients, such as investment companies or pension plans. Individuals who reside outside of the United States, regardless of status, generally are not eligible to open a Program Account or remain invested in the Program. The Program generally permits investments in up to three Models within a Program Account. The minimum investment is $25,000.00 per Model; however, certain Models have higher minimums. If at any time the total market value of the assets held in any of the Models in a Program Account falls below the minimum for the Model, as a result of withdrawals or market volatility, Primerica reserves the right to terminate the Lifetime Investment Platform Advisory Agreement. Primerica reserves the right to accept or maintain accounts that do not meet the minimum investment requirements. The Models selected for your Program Account will not be implemented until cash sufficient to meet the minimum investment requirements is deposited into your Program Account or becomes available from the liquidation of securities deposited into your Program Account. You may terminate the Lifetime Investment Platform Advisory Agreement within five (5) business days of its initial execution without charge. Thereafter, either you or Primerica may terminate the agreement at any time upon written notice to the other, which becomes effective when received or as of the date indicated in the notice. In the event that the Lifetime Investment Platform Advisory Agreement is terminated for any reason, your advisory relationship with Primerica and your Advisor will simultaneously terminate, and all features and privileges associated with the Program, will be cancelled and cease. Any assets held in your Program Account or Non-Program Account after the advisory agreement is terminated may be transferred by TDAI to a new account on the TD Ameritrade retail platform pursuant to the authorizations contained in the TDAI account agreement. Item 6 - Portfolio Manager Selection and Evaluation Selection and Evaluation Primerica, as sponsor and portfolio manager for the Program, selects the Asset Managers and Models available in the Program. The Program seeks to include a platform of investment Models that align with a range of investment objectives and risk tolerances while minimizing duplication of investment styles. Primerica’s evaluation process considers both the Asset Manager as an entity, as well as the individual Models offered by the Asset Managers. Primerica uses internal and external resources to identify and evaluate Asset Managers and Models. The evaluation process considers both quantitative and qualitative factors including the following. • Investment philosophy and process • Asset manager personnel • Assets under management • Past performance [track record and experience] 18 • Modern Portfolio Theory statistics, such as Alpha, Beta, R-squared and Sharpe ratio • Performance relative to an appropriate benchmark • Consistency of performance • Performance relative to peers • Risk adjusted return • Total return Affiliations No related person or affiliate of Primerica acts a portfolio manager for the Program. Primerica is not an affiliate of any of the Asset Managers who provide investment Models the Program. The Asset Managers may be public companies, subsidiaries of public companies or privately held entities. Neither Primerica Advisors nor its parent Company has an ownership interest in the Asset Managers or the Asset Managers’ respective affiliates. Primerica has existing business relationships with certain Asset Managers. Lockwood Advisors previously co-sponsored, along with Primerica, of the Freedom Portfolios mutual fund wrap fee program, which was offered since June 2011 until February 2019. Invesco mutual funds, but not Invesco ETFs, and Legg Mason mutual funds are available from PFSI through its broker-dealer business. PFSI and its representatives receive compensation from Invesco and Legg Mason for the sale of their mutual funds. Primerica Shareholder Services, an affiliate of PFSI, receives compensation from Invesco and Legg Mason for administrative services provided to owners of Invesco and Legg Mason funds who purchase mutual fund shares through PFSI’s broker-dealer business. Advisors also may have received non-cash compensation from Lockwood in connection with Freedom Portfolios or Invesco and Legg Mason in connection with our retail brokerage business. Due to these factors and their prior experience and familiarity with Lockwood, Invesco and Legg Mason, Advisors may be more inclined to recommend Models designed by those Asset Managers or their affiliates. In addition, certain Asset Managers may make greater efforts than others to communicate with and educate Advisors regarding their respective Models. As a result, an Advisor may be more inclined to recommend the Asset Managers with whom the Advisor has a closer relationship. Primerica mitigates this potential conflict through disclosure. Primerica Advisors’ advice is limited to the assets held in the Program. Primerica does not sponsor or provide portfolio management services to any advisory programs other than the Lifetime Investment Platform. Primerica does not accept performance-based fees. Proxy Voting; Corporate and Legal Actions Primerica is not authorized to take any action with respect to the voting of proxies. You retain the right and obligation to vote any proxies relating to securities held in your Program Account and Non-Program Account. You will be sent certain issuer and issuer-related communications (proxies, tender offers, proposed mergers, rights offerings, exchange offers and warrants, among other things) that may require a voting decision or other action regarding investments held in the Program Account. Primerica does not accept proxy-voting responsibility for any client. You are expected to vote your own proxies and will receive proxies directly from TDAI. 19 Risk of Loss Investing in the Program entails risk, including loss of principal. The mutual funds, stocks, ETFs and ETPs held in your Program Account are subject to multiple risks, including market, credit, liquidity, currency, economic and political risk. Investments in the Program are not insured and there is no guarantee that the Models recommended to you will accomplish your investment objectives. Strategic, Tactical, Tax Aware and Income Distribution Models offer investors access to varied investment styles and objectives; however, Primerica makes no representation or warranty that any particular investment style or Model will be profitable, or that any style or Model is more likely than another to achieve an investor’s objectives. Strategic Models will remain fully invested regardless of market conditions. As a result, Strategic Models in general may experience greater losses during periods of market volatility compared to certain Tactical Models, as the Asset Managers of Tactical Models have the option to recommend substantial holdings in cash or cash alternatives, such as money market funds. Tactical Models also entail risk, and the investment performance of a Tactical Model will be affected by the Asset Manager’s decision as to if and when to move into and out of cash or other asset classes. Asset Managers who employ a Tactical investment style may remain allocated to cash or cash alternatives during periods of market recovery following an actual market decline, causing the Model and the Program Accounts holding that Model to miss out on participation in a market recovery. Similarly, Asset Managers offering Tactical Models may incorrectly anticipate market trends and recommend exchanging equity and fixed-income holdings for cash or cash alternatives during periods in which equity and fixed-income securities appreciate in value. Income Distribution Models are designed to generate income by distributing assets from the Program Account to you, however there is no guarantee that such Models will generate any specific amount of income, or that the income will be available for a period of time sufficient to meet your needs. Tax Aware Models typically invest in municipal bond funds, which generally pay interest that is free from federal income tax. The Asset Managers of Tax Aware Models may also select other types of securities and employ trading strategies for the purpose of limiting transactions that may result in a realized capital gain. Tax Aware Models are not designed or managed to address the tax needs of any individual investor. You should consult with a tax professional for advice regarding how investing in a Tax Aware Model might affect your personal tax situation. Item 7 - Client Information Provided to Portfolio Managers When establishing an account, you will be asked to complete a Lifetime Investment Platform new account application and an Investment Profile to document your financial situation, risk profile and investment objective. You will also be given an opportunity to place reasonable investment restrictions on your account. Primerica Advisors will share this information as necessary to establish and maintain your account. Your financial information and account restrictions will not be shared with the Asset Managers, or with the portfolio managers of the funds held in your Program Account. 20 We will also collect general information including your name, a street address, date of birth, and an identification number, such as a Social Security Number. We may also ask to see your driver’s license or other identifying documents that will allow us to identify you. This information may be shared between Primerica and its affiliates. For additional important information, please review our brochure titled, “What Does Primerica Do with Your Personal Information”. Item 8 - Client Contact with Portfolio Managers Primerica is the portfolio manager for the Program. You may contact Primerica at the address and telephone number listed on the cover page of this brochure. Inquiries about the Asset Managers may be directed to Primerica or to the Asset Managers directly. Each of the mutual funds, ETFs and ETPs held in your account has one or more investment managers that manage the fund’s investments. Generally, these investment managers do not have direct contact with fund shareholders. Mutual funds typically operate client service and investor relations departments that handle client communications. Information regarding how to contact the fund is available in the fund’s prospectus. You may contact your Advisor in person, in writing, or by telephone. Your Advisor is permitted to send this brochure and other Program documents to you by email; however, Advisors are otherwise prohibited from conducting advisory business by email. Advisors are required to be reasonably available to Program participants and to respond promptly to client requests for contact. You and your Advisor may choose how often to have discussions concerning your Program Account. For assistance with your account or to obtain contact information for your Advisor or an Asset Manager, contact Primerica Advisors at 800-544- 5445 during normal business hours. To access your account online, visit www.advisorclient.com. Item 9 - Additional Information Disciplinary Information In August 2012, PFSI entered into an Acceptance, Waiver and Consent with FINRA related to recordkeeping requirements, and mutual fund recommendations made to investors with short- term investment horizons. PFSI accepted FINRA’s findings, without admitting or denying the allegations, and agreed to pay a fine of $100,000. Specifically, FINRA found that during 2008 through 2011, due to programming, design and human errors, PFSI’s systems failed to detect that certain customers were not provided with a copy of their account record as required by SEC Rule 17a-3(a)(17). That rule requires a broker-dealer to provide customers with a copy of certain information contained in their account record within 30 days of account opening, and then every 36 months thereafter if another suitability determination had occurred. FINRA also found that from April 2007 through February 2009, the firm’s Investor Profile Questionnaire was inadequate in that it did not record the specific rationale for placing customers with a short-term investment horizon in mutual funds. PFSI has implemented corrective measures to address these findings. 21 Other Financial Activities and Affiliations PFS Investments, Inc. is an indirect, wholly-owned subsidiary of Primerica, Inc., a publicly traded company (NYSE – PRI) headquartered in Duluth, Georgia. Primerica, Inc. offers financial products and services, including term life insurance, mutual funds, annuities, mortgage loans and other products which are distributed through various subsidiaries. PFSI is registered with the SEC as a broker-dealer and investment adviser. Through its broker-dealer operations, PFSI sells mutual funds, variable annuities, employer-sponsored retirement plans and 529 Plans. Certain of the asset allocation models in the Program are constructed, in whole or in part, using mutual funds. In limited circumstances a Model could include one or more mutual funds that also are available through PFSI’s broker-dealer operations. You may be able to meet your investment needs by purchasing from PFSI or its affiliates products and services other than the Program. Before deciding how to invest, you should carefully consider the costs and services associated with the different products available through PFSI and its affiliates. Code of Ethics Primerica Advisors has adopted a Code of Ethics (“Code”) pursuant to Rules 204A-1 and 204- 2 of the Investment Advisers Act of 1940. The Code is intended to reflect the principles that govern the conduct of Primerica Advisors and its supervised persons in those situations where Primerica Advisors acts as an investment advisor as defined under the Advisers Act. The Code addresses topics such as standards of business conduct, compliance with applicable federal law and the personal securities activities of associated persons. Primerica Advisors’ associated persons may invest in the same securities as are recommended to clients, at the same or different times. All associated persons are required to acknowledge receipt of the Code policies. A copy of the Code is available upon request. Review of Accounts Annually, Primerica or your Advisor will undertake reasonable efforts to contact you to discuss your financial situation and investment objectives to determine whether the account continues to meet your investment needs. Also, on quarterly basis, Primerica will send correspondence reminding you to contact us or your Advisor if there have been any changes to your circumstances that would cause you to alter your responses to the investment profile questionnaire. The quarterly statements you will receive will show the securities held in your account, the value of the securities and any transactions that occurred in the account during the previous quarter. Primerica will monitor and make adjustments to Program Accounts as described in this brochure. Client Referrals and Other Compensation Primerica does not directly or indirectly compensate any person for client referrals. Primerica may occasionally hold sales incentives related to the Program in which Advisors are eligible to qualify for trips. Eligibility will be based solely on total sales or assets under management and never on the sale of a particular Model or Models. Advisors also are eligible for cash bonuses and other non-cash compensation. Bonuses, incentive trips and non-cash compensation are in addition to an Advisor’s compensation derived from the Program Fee. The possibility of receiving this additional compensation or incentive could cause an Advisor to favor the Program 22 over other investments options when deciding which products to present to you for your consideration. Funding for the incentive trips may be provided by Primerica and its affiliates. Before investing, you should carefully consider the cost and benefits of the Program along with your investment needs and objectives. TDAI, or its affiliates, through its institutional services advisor program, offers services to independently registered investment advisors that include custody of securities, trade execution and clearance and settlement of transactions. In addition to these services, TDAI also offers additional services to certain investments advisers, which in the case of Primerica, includes financial support that Primerica uses to purchases administrative services and technology from unaffiliated third parties, FiServ and DocuSign. This support received from TDAI is not based upon any particular securities transaction or client relationship nor does it depend on the amount of brokerage transactions directed to TDAI. However, TDAI considers the profitability of its relationship with the Primerica Advisors Lifetime Investment Platform when determining whether to provide financial support to the Program. The financial support from TDAI does not diminish Primerica’s duty to act in the best interest of its clients; however, receipt of financial support from TDAI creates a conflict for Primerica as it could influence us to continue to use TDAI as a service provider to the Program. Primerica mitigates this conflict by disclosing it to you and through its policy and procedures designed to monitor the quality of the services provided by TDAI. The economic benefits received through participation in the institutional services advisor program typically are not available to accounts on TD Ameritrade’s retail platform. Financial Information Primerica does not require or solicit prepayment of more than $1,200 in fees per client six months or more in advance and therefore has not included a balance sheet of its most recent fiscal year. Primerica is not aware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to clients, nor has the firm been the subject of a bankruptcy petition at any time during the past ten years. Custody TDAI is the broker-dealer that serves as the qualified custodian for assets in the Program. Accordingly, TDAI will hold all book-entry shares of the Program assets and will process all purchases, redemptions and other transfer of such shares. In addition, TDAI will receive and distribute dividends and other distributions and send you statements of all activity in your Program Account on no less than a quarterly basis. Investors in the Program authorize Primerica to give fund and securities disbursement and transfer instructions for the Program Account to TDAI and its agents. No Legal or Tax Advice Neither Primerica nor its Advisors provide tax, accounting or legal advice. You should consult with your tax advisor regarding the tax consequences of investing assets in or withdrawing assets from the Program. If you plan to sell securities or other assets to fund your Program Account, you should consider the potential for capital gains and other taxes that may be triggered by the sale. Item 1 - Cover Page PRIMERICA ADVISORS Lifetime Investment Platform Wrap Fee Program Brochure Form ADV Part 2A Appendix 1 (March 31, 2019) Primerica Advisors 1 Primerica Parkway Duluth, GA 30099-0001 (800) 544-5445 This wrap fee program brochure provides information about the qualifications and business practices of Primerica Advisors. If you have any questions about the contents of this brochure, please contact us at (800) 544-5445. The information in this brochure has not been approved by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Primerica Advisors also is available on the SEC’s website at www.adviserinfo.sec.gov. 2 Item 2 - Material Changes Item 2 is intended to provide you with a discussion of material changes from the last annual update of the brochure. The information below summarizes changes to the brochure since the annual update from March 2018. Item 4 of the brochure (Lifetime Investment Platform – Program Overview) was amended to reference that the Program now includes Asset Managers that will construct Models using stocks of individual companies. Item 4 of the brochure (Brokerage and Custodial Services) was updated to reflect that in certain instances TD Ameritrade may impose restrictions on a Program Account that will limit Primerica Advisors’ ability to manage a client’s Program assets. Item 4 of the brochure (Fees) was amended to reflect changes to the Program Fee Schedule. As a result of the addition of new investment models to the Program, the range of Asset Manager fees is now 0.30% to 0.00%. Item 4 of the brochure (Compensation) was updated to provide information regarding financial contributions in support of the Program made by the Asset Managers and TD Ameritrade to Primerica Advisors and its representatives. Item 4 of the brochure (Mutual Fund Share Classes) was amended to reflect that Primerica’s access to funds and share classes is limited by the agreements entered into between TD Ameritrade and the respective funds. Item 4 of the brochure (Conflicts with Respect to Investments in No-Transaction-Fee Funds and Commission-Free ETFs) was amended to include commission-free exchange traded funds as a category of security. Item 5 of the brochure was updated to reflect that certain Models will now require a minimum investment greater than the previous minimum of $25,000 Item 9 of the brochure was amended to include information regarding financial support that TDAI provides to Primerica in support of the administration of the Program. 3 Item 3 - Table of Contents Item 1 Cover Page… .......................................................................... 1 Item 2 Material Changes .................................................................... 2 Item 3 Table of Contents… ................................................................ 3 Item 4 Services, Fees and Compensation… ...................................... 4 Item 5 Account Requirements and Types of Clients ........................ 17 Item 6 Portfolio Manager Selection and Evaluation, Risk of Loss. .. 17 Item 7 Client Information Provided to Portfolio Managers .............. 19 Item 8 Client Contact with Portfolio Managers ................................ 20 Item 9 Additional Information… ....................................................... 20 4 Item 4 - Services, Fees and Compensation About Primerica Advisors Primerica Advisors is the trade name under which PFS Investments Inc. (“PFSI”) conducts its investment advisory business. PFSI, a SEC-registered investment adviser and broker-dealer, is an indirect, wholly-owned subsidiary of Primerica, Inc., a financial services company that is publicly-traded on the NYSE. In addition to offering the wrap fee program described in this brochure, Primerica, Inc., through its subsidiaries, assists its clients in North America by meeting their needs for term life insurance, underwritten by Primerica Life Insurance Company, mutual funds, annuities and other financial products, which are distributed primarily on behalf of third parties. The Lifetime Investment Platform - Program Overview This brochure describes the Primerica Advisors Lifetime Investment Platform wrap fee program (“Program”). The Program is an investment management platform through which Primerica Advisors (“Primerica”) and its investment adviser representatives (“Advisors”) provide advisory services. Primerica is the sponsor and discretionary portfolio manager of the Program. The Program provides you with access to a platform of investment strategies (“Models”) designed to support various investment objectives over your investing lifecycle, while taking into consideration your preferences related to market exposure, taxes, and securities selection. The Models are provided to Primerica by unaffiliated asset management firms (“Asset Managers”), and are constructed using stocks, mutual funds, exchange traded funds (“ETFs”), and in some instances other exchange trade products (“ETPs”), such as exchange traded notes (“ETNs”). Primerica Advisors as Sponsor and Portfolio Manager Primerica is the sponsor and discretionary portfolio manager for the Program. In this capacity, Primerica evaluates Asset Managers and their Models for inclusion in the Program. As part of its evaluation process, Primerica relies on an unaffiliated due diligence consultant to review each Asset Manager and Model that is considered for the Program. The due diligence consultant also provides services to the Program in connection with Primerica’s ongoing oversight of the Asset Managers. The Asset Managers provide Primerica with ongoing investment advice through the delivery of their respective Models. As Asset Managers modify their Models, they will communicate the changes to Primerica. Primerica is responsible for implementing the Models in the accounts of the investors in the Program. Primerica intends to implement the Models as provided by the Asset Managers. If an Asset Manager provides a Model that contains a mutual fund or other holding that Primerica is unable to purchase or is otherwise administratively unable to process, then Primerica, before implementing the model, will request that the Asset Manager provide an alternative. Models constructed using mutual funds generally will invest in an institutional or similar share class that does not charge an upfront sales charge or an annual 12b-1 fee. In the event that an 5 Asset Manager includes a non-institutional share class in a Model, Primerica, before implementing the Model, will request that the Asset Manager replace the fund. Alternatively, after consultation with the Asset Manager, Primerica may implement a Model that includes non-institutional shares if the fund authorizes a waiver of the sales load. 12b-1 fees, if any, paid in connection with the purchase of load-waived mutual fund shares will be retained by the broker-dealer custodian. Primerica conducts ongoing due diligence of the Asset Managers, and, in its discretion and without prior notice, may add a Model, close a Model to new investments or remove a Model from the Program. In the event that Primerica removes a Model from the Program, or an Asset Manager withdraws from the Program, Primerica, as necessary, will sell all Program holdings associated with the Model, without regard to cost basis or tax consequences. If you are invested in a Model that is removed or withdrawn from the Program, Primerica may, at its discretion, either reinvest your assets in a replacement Model or Models that are consistent with your Investment Profile; or hold your assets in cash until you select a replacement Model or Models and communicate your selection to Primerica. Investments in the Program are held and managed in an account (“Program Account”) registered in your name. Primerica is responsible for implementing the Models in your Program Account, and at its discretion, Primerica periodically will place trades in your Program Account so that the holdings remain consistent with those of the Models you have selected, allowing for reasonable variation due to fluctuations in asset values and the time required to implement Model changes. Trades will occur without regard to tax consequences or cost basis, and may be initiated as a result of deposits into or withdrawals from your Program Account, periodic rebalancing due to changes in the relative market value of investments that caused deviations from a Model, or changes to the Model made by the Asset Manager. If your Program Account holds two or more Models, at its discretion, Primerica will place trades in your Program Account so that the assets are apportioned according to the percentages you select for each Model. Program Accounts will be managed according to the Model(s) identified in your Lifetime Investment Platform New Account Application. Subject to Primerica’s discretionary authority to remove a Model from the Program, unless you submit to Primerica a completed Lifetime Investment Platform Model Change Request form, your Program Account will remain invested in the Models identified in your Lifetime Investment Platform New Account Application. The Asset Managers provide investment advice to Primerica and not to any individual client invested in the Program. Investors in the Program do not have a contractual relationship with any of the Asset Managers. Asset Managers and Models Each of the Asset Managers is a registered investment adviser that creates and manages Models that are made available to investors directly and/or indirectly through advisory programs, such as the Lifetime Investment Platform. The Asset Managers create their respective Models utilizing various investment philosophies and styles. The Models are constructed primarily using stocks, mutual funds, or exchange traded funds (“ETFs”), and in some cases, a combination of mutual funds and ETFs. In some instances, Models containing ETFs may also include other exchange 6 traded products (“ETPs), such as exchange traded notes (“ETNs”). The Models are designed with assets allocations ranging from 100% equity to 100% fixed income. Each Model is categorized according to one of six risk-based objectives: Aggressive Growth, Growth, Moderate Growth, Conservative Growth, Conservative, and Fixed Income. The Models are described generally as Strategic or Tactical based on the investment style of the Asset Manager. Income Distribution and Tax Aware Models also are available. Strategic Models generally employ a longer-term outlook and will remain fully invested according to the Model’s targeted asset allocation. The Asset Managers of Strategic Models periodically will adjust the weightings of the asset classes within a Model based on the Asset Manager’s economic outlook. However, Strategic Models generally will not engage in market- timing transactions or replace equity or fixed-income holdings with cash. Typically, Strategic Models will engage in less trading than Tactical Models. Asset Managers offering Tactical Models generally focus on shorter-term economic conditions and will tend to adjust the holdings and the asset allocation of a Model more frequently. Tactical Models, like Strategic Models, will have a targeted asset allocation. However, Tactical Models at times may deviate from the targeted asset allocation and invest significant portions of the Model’s holdings in cash or cash alternatives. Tactical Asset Managers also may respond to perceived market conditions by significantly reducing or eliminating exposure to one or more of the non-cash asset classes within a Model. Both Strategic and Tactical Models offer potential risks and rewards. Strategic Models, because they are generally managed with a focus on longer-term trends and remain fully invested, may experience greater volatility. However, because they remain fully invested, the performance of Strategic Models generally will be less dependent on the timing of the investment decisions made in connection with the management of the Model. The Tactical Models in which the Asset Managers have the option to overweight cash holdings may experience less volatility than other Models. However, Tactical Models may underperform relative to Strategic Models if transactions into and out of cash or other asset classes are mistimed, or if such moves conflict with the general direction of the markets. Income Distribution Models are designed and managed specifically to distribute income in set amounts or over set periods of time. Tax Aware Models invest in municipal bond funds that pay interest that generally is not subject to federal income taxation and are designed and managed with an objective of limiting trading that would result in realized capital gains. There is no guarantee that any of the Models, regardless of the asset allocation or investment style, will result in positive investment performance or achieve an investor’s objectives. Detailed information about each of the Asset Managers is available from Primerica. Before investing in any of the Models you should carefully review an Asset Manager’s materials, including its Form ADV Part 2A. Because Primerica, and not any of the Assets Managers, is the portfolio manager responsible for implementing the Models held in your Program Account, the investment performance of assets 7 invested in a Model through the Program will likely differ from the investment performance of the same Model or similar strategy as managed outside of the Program at the discretion of the Asset Manager who provides the Model. Your Advisor To determine which Models are appropriately suited to your needs, your Advisor will assist you with completing an Investment Profile. This process is used to identify Models that are consistent with your investment objective, risk tolerance, and investment time horizon. Your Advisor may also collect additional information regarding your preferences related to market exposure, tax concerns, securities selection and investment lifecycle. Using this information, your Advisor will present for your consideration and selection a Model or Models for your Program Account. After your Program Account is opened, your Advisor will be available on an ongoing basis to discuss your participation in the Program. It is your responsibility to notify your Advisor of any significant changes in your financial circumstances. You and your Advisor will then determine whether to reconsider the Models selected for your Program Account. It is your responsibility to tell your Advisor if you wish to change the Models held in your Program Account. At least once a year, your Advisor or Primerica will undertake reasonable efforts to contact you to determine if there have been any significant changes in your financial situation or investment objectives, and whether you wish to change your existing instructions or impose any new restrictions regarding the management of your Program Account. Your Advisor does not have discretion to change the Models held in your Program Account. Program Administration Primerica is responsible for the administration of the Program and provides the centralized technology platform on which the Program operates. Primerica uses the technology platform for administrative functions including but not limited to, communicating with the Asset Managers, new account opening, Model trading, client communications, fee billing, Program Account rebalancing, performance reporting and Program Account maintenance, including processing contributions to and redemptions from the Program Account. Primerica requires that certain types of communications be submitted in writing and/or on forms created for a specific purpose. Primerica reserves the right to add, remove or change its administrative forms, procedures and policies at any time. In general, to receive the services offered by the Program, you must 1.) Complete a Lifetime Investment Platform New Account Application; 2.) Execute the Lifetime Investment Platform Advisory Agreement Signature Page; and 3.) Execute a TD Ameritrade Institutional account agreement. A Program Account is not eligible to be funded until after the application and agreements are reviewed and approved by Primerica Advisors and TD Ameritrade Institutional, respectively. Brokerage and Custodial Services Primerica arranges with TD Ameritrade Institutional (“TDAI”), an unaffiliated broker-dealer, to provide custody, trade execution, clearing, settlement and other services for all Program Accounts. TDAI is a qualified custodian, as defined in Rule 206(4)-2 of the Investment Advisors 8 Act of 1940. Investors in the Program direct Primerica to place all transactions in Program Accounts through the TDAI. TDAI may not always obtain as favorable a price as another broker- dealer. By directing Primerica to place all Program Account transactions through TDAI, investors in the Program agree to look only to TDAI to obtain best execution. Directing brokerage to TDAI may result in you receiving less favorable execution terms than might be obtained from another broker-dealer and could increase your cost of investing. Other advisory programs may allow you broader discretion to select an executing broker-dealer. Alternatively, other advisors may agree to accept responsibility for selecting an executing broker-dealers on your behalf. You will receive account statements, transaction confirmations, mutual fund prospectuses, tax forms, and other correspondence, as applicable, from TDAI. You should carefully review all account statements and other communications you receive from TDAI. TDAI is a division of TD Ameritrade, Inc., member FINRA/SIPC. Unless you select another option available from TDAI, any cash balances in a Program Account will be held in the default cash sweep option indicated on the TDAI client agreement. Cash held in a money market fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any other government agency. TDAI reserves the right not to accept a deposit of funds or particular securities. Please see the TDAI Managed Account Agreement and related agreements and disclosures for additional information. Funds or securities not accepted by TDAI are ineligible to be used as a funding source for a Program Account. In addition, TDAI, or its affiliate, serves as the IRS-approved IRA custodian for Program assets held in accounts described in IRC section 403(b)(7), and individual retirement accounts established under IRC section 408 (collectively referred to as “Retirement Accounts”). If your Program Account is a Retirement Account, then you will be subject to the terms of the applicable TD Ameritrade Custodial Account Agreement and Disclosure Statement. Primerica may aggregate orders associated with your Program Account with orders from other customers and execution prices may be affected by such order aggregation practice. You understand that larger orders are relatively more likely than small orders to receive executions at multiple prices. When orders are aggregated, you will receive the average price per unit of the aggregated executed trade. Primerica’s ability to manage your Program Account is subject to the terms and conditions contained in the TDAI Managed Account Agreement, and other related TDAI agreements and disclosures. At times, restrictions imposed by TDAI will limit Primerica’s ability to manage your Program Account. Please see Item 9 below for information regarding economic benefits that Primerica receives from TDAI in connection with the Program. Non-Program Accounts As an accommodation to participants in the Program, a Non-Program Account is available to clients who wish to hold assets at TDAI outside of the Program Models. The Non-Program Account is a self-directed account. Neither Primerica nor your Advisor will provide investment advice for the assets in a Non-Program Account or place orders in a Non-Program Account on your behalf. For all transactions in a Non-Program Account, you must contact TDAI directly. 9 To establish a Non-Program Account, you must identify in the Lifetime Investment Platform New Account Application the specific securities you wish to hold as Non-Program Assets. By entering into the TDAI account agreement, you authorize Primerica to establish a Non- Program Account on your behalf and authorize Primerica to instruct TDAI to hold any securities identified as Non-Program Assets in the Non-Program Account. If at any time you transfer securities held in a Non-Program Account to your Program Account, Primerica will consider such action as an instruction from you to liquidate the securities and to invest the proceeds in the Models held in your Program Account. The Non-Program account is offered as an accommodation to clients with an active advisory agreement with Primerica. By entering into the Advisory Agreement, you grant “view only” access for your Non-Program Account to Primerica and your Advisor. Primerica reserves the right to monitor trading activity in Non-Programs Accounts consistent with applicable law. Assets in a Non-Program Account are not considered by Primerica or your Advisor in connection with the management of your Program Account. The fees applicable to Non- Program accounts are established by TDAI and are separate from the Program Fee (discussed below) that you will pay to Primerica Advisors. Fees Investors in the Program agree to pay an annual program fee (“Program Fee”) for the services provided through the Program. Primerica Advisors has established the following fee schedule for the Program. Program Fee Schedule Account Value Program Fee (Maximum) $250,000 or less 2.07% $250,000.01 - $500,000 2.03% $500,000.01 - $1,000,000 1.99% $1,000,000.01 and up 1.80% Over $3,000,000 1.55% 10 The Program Fee consists of three components: 1. Advisor; 2. Administration; and 3. Asset Manager. Advisor: The maximum Advisor fee is determined according to the following schedule. Account Value Advisor fee (Maximum) $250,000 or less 1.25% $250,000.01 - $500,000 1.25% $500,000.01 - $1,000,000 1.25% $1,000,000.01 - $3,000,000 1.10% Over $3,000,000 0.85% The Advisor fee is the component of the Program Fee you pay for the advice and services provided to you by your Advisor. A portion of the Advisor fee is retained by Primerica Advisors. The Advisor fee is negotiable. Whether to negotiate generally is a decision made by the Advisor. Primerica limits the amount by which your Advisor is permitted to negotiate a reduction in the Advisor fee. Administration: The Administration fee is determined according the following schedule. Account Value Administration fee $250,000 or less 0.52% $250,000.01 - $500,000 0.48% $500,000.01 - $1,000,000 0.44% $1,000,000.01 and up 0.40% The Administration fee is the component of the Program Fee charged by Primerica Advisors for its services as sponsor, portfolio manager and the administrator of the Program, as well as for the custody and brokerage services provided to the Program by TDAI. Primerica Advisors collects the Administration fee from your account. TDAI bills Primerica Advisors for the services it provides to the Program. In turn, Primerica Advisors pays a portion of the Administration fee to TDAI. Asset Manager: The Asset Manager fee ranges from 0.30% to 0.00% annually depending on the Models selected for the Program Account. The Asset Manager fee is what you pay for the services provided to the Program by the Asset Manager. The full amount of the fee is paid to the Asset Manager. Asset Manager fees vary so that your Program Fee will be more or less depending on which Model(s) you select for your Program Account. Certain Asset Managers, or their affiliates, serve as the investment adviser to the mutual funds or ETFs that are used to construct the Asset Manager’s Models. These Asset Managers, or their affiliates, receive compensation from the fees and expenses charged to the shareholders of the mutual fund or ETF. The Program Fee for Program Accounts invested in the Models provided by such Asset Managers may not include an Asset Manager fee component. Please speak with your Advisor 11 regarding Models that include or are limited to proprietary mutual funds or ETFs, including whether there is an Asset Manager fee for the Model. Additional information regarding Models that include proprietary mutual funds or ETFs is located in this brochure under the heading Other Considerations Regarding Fees. Your Lifetime Investment Platform New Account Application will include a Fee Schedule that establishes the rates your Program Account will be charged for each of the fee components. These rates will be used to determine your Program Fee and to calculate the amount of the Program Fee due each billing cycle. The actual fees you pay will vary depending on the value of your Program Account when the fees are calculated for each monthly billing cycle. The Asset Manager fee and Administration fee generally are not negotiable. How the Program Fee Is Assessed The annual Program Fee is payable in arrears on a monthly basis. For purposes of determining the amount of the Program Fee that you will be charged each billing cycle, Primerica will calculate the total market value of your Program Account at the end of each business day, defined as any day the New York Stock Exchange is open for trading, including trading on an emergency venue. Using the total market value of your Program Account for each business day of the billing cycle, Primerica will calculate an average daily value. Based on the average daily value of your Program Account during the relevant billing cycle, Primerica will charge you a pro rata share of the annual Program Fee according to the Fee Schedule applicable to your Program Account. For the initial month that you are invested in the Program, you will pay a pro-rated Program Fee based on the average daily value of the assets from the date your Program Account is funded through the last day of the monthly billing cycle. For Program Accounts invested in Models that assess different Asset Manager fees, the Program Fee is adjusted based on the portion of the Program Account allocated to each Model. The Program Fee deducted from your Program Account, when stated as a percentage, may vary from the percentage shown in your Fee Schedule based on the amount of your Program Account that is allocated to each Asset Manager at the time the Program Fee is calculated. All assets held in the Program Account are subject to the Program Fee, including assets acquired through dividend reinvestments and automatic investment programs, as well as any portion of the Program Account maintained in cash or short-term vehicles including, but not limited to, money market funds. For limited periods of time, you may elect to allocate all of the assets in your Program Account to cash. If you make this election, you will continue to pay the Program Fee on the full value of your Program Account. For administrative purposes, the monthly billing cycle generally will not track the calendar months. Primerica will debit the Program Fee directly from your Program Account. Primerica, in its discretion, will determine which assets in the Program Account will be liquidated to cover the Program Fee, without regard to tax consequences or cost basis. TDAI will send you a statement, at least quarterly, indicating all amounts disbursed from your Program Account, including the amount of the Program Fee. 12 If the Lifetime Investment Platform Advisory Agreement is terminated other than on the last day of a monthly billing cycle, the Program Fee for the final month will be pro-rated and calculated based on the average daily value of the assets in your Program Account over the number of days during the final monthly billing cycle that the Program Account is funded. The Program Fee will be deducted from the liquidation proceeds. In certain instances, and in our discretion, Primerica may reduce your Program Fee for one or more monthly billing cycles. For purposes of calculating the Program Fee, Primerica will combine the dollar value of accounts owned by family members who reside in the same household. Eligible accounts are linked based on addresses. Abbreviations, misspellings and other variations may prevent eligible accounts from being linked. Please work with your advisor to ensure the address for each of the accounts owned by your household is an exact match. Eligible accounts are linked periodically. The Program Fee will be assessed without regard to any other account until linking is completed. Primerica reserves the right to refuse to household accounts. Additional Fees You May Incur The mutual funds, ETFs and other ETPs held in your account charge fees and expenses that are in addition to the Program Fee. The fees and expenses of the mutual funds and ETFs, including management fees, distribution fees and administrative expenses, are discussed in each fund’s prospectus or statement of additional information and are charged against the assets in the fund. You will not pay a sales charge or a brokerage transaction fee on the purchase or sales of securities in your Program Account. Some mutual funds impose short-term trading fees, as described in their prospectuses. The Program Fee does not include, and the account will be charged separately by TDAI for ancillary services such as returned checks or drafts, express mail fees, wire transfer fees and fees associated with a Non-Program Account. Please see the TDAI Client Agreement for additional information regarding fees for ancillary services. Other Considerations Regarding Fees Certain of the Asset Managers that provide Models to the Program offer the same or similar investment strategies directly to investors. Before investing in the Program, you should consider whether you are eligible to have your assets managed directly by the Asset Manager, and whether it would be less expensive to do so. Additionally, certain Asset Managers construct their Models, in whole or in part, using proprietary mutual funds and ETFs. Meaning the mutual funds and ETFs are sponsored by an affiliate of the Asset Manager, and the Asset Manager, or an affiliate, is an investment adviser to the mutual funds and ETFs. Asset Managers that utilize proprietary mutual funds and ETFs may make their Models available to the Program with or without an Asset Manager fee. If a Model is available without an Asset Manager fee, then the Asset Manager will receive no compensation from the Program Fee. Instead, the Asset Manager, or its affiliate, will receive compensation from the fees charged by its proprietary mutual funds or ETFs held in the Model. If a Model includes proprietary funds and charges an Asset Manager fee, then the Asset Manager, or its affiliates, will receive compensation from both the Program Fee and the fees charged by its proprietary mutual funds or ETFs held in the Model. Generally, Models that do not charge an 13 Asset Manager fee are limited to proprietary mutual funds or ETFs. However, the Program may include Models that are limited to proprietary funds and that also charge an Asset Manager fee. For additional information regarding Models that include proprietary mutual funds or ETFs, including whether there is an Asset Manager fee for the Model, please speak with your Advisor. When selecting a Model, you should carefully consider your investment objective, the Program Fee and each of its components, and whether the Model includes or is limited to proprietary funds. Models for which there is no Asset Manager fee provide you with the opportunity to reduce your Program Fee. However, the full cost of a Model is the Asset Manager fee plus the annual fees charged by the mutual funds or ETFs held in the Model. Even though a Model charges no Asset Manager fee, the fees charged by the mutual funds and ETFs could cause the full cost of a Model to be more than a Model that does charge an Asset Manager fee. Information regarding the annual expenses charged by a mutual fund or ETF can be found in a fund’s prospectus. Because of the fees associated with investing through a wrap fee program, such as the Lifetime Investment Platform, assets invested in a Model through the Program generally will experience reduced investment performance compared to assets invested in the same or similar strategy that is managed directly by the Asset Manager outside of the Program. Participating in the Program may cost you more or less than purchasing advice, brokerage services and custody separately, depending on factors such as the cost of the services if provided separately and the level of trading in the account. You may be able to purchase the securities held in the Program Account in a brokerage account outside of the Program, which may be more economical depending on a number of factors including, share class availability, the length of time the securities are held, whether you pays an annual advisory fee, whether you pay a front- end or back-end sales charge, the level of trading activity in the account, and whether mutual fund shares, if any, are purchased from a single fund family or multiple fund families. Generally, the type of clients that may find a commission-based account to be a more cost-efficient option are those who plan to buy and hold their mutual funds for long periods, those that will qualify for breakpoint commission discounts, and those that are not interested in the investment advice, active management and additional services offered through the Program. You should carefully consider whether your financial needs are best met through an account with potentially lower costs that offers fewer services or through an account with potentially increased costs that provides you with enhanced services, such as ongoing investment advice and monitoring. If you plan to sell securities or liquidate other investment vehicles to fund your Program Account, you should also consider the cost of any back-end sales charges, surrender penalties, taxes, other fees or loss of contractual benefits that you may incur. Rebalancing and other transactions performed to facilitate changes to the Models in your Program Account will not result in any additional charges. The frequency of transactions within your Program Account will vary based on the investment style of the Models you select, and the adjustments made to the Models by the Asset Managers. Generally, Tactical Models are likely to experience a greater frequency of the trading than Strategic Models. 14 As a result, paying a fixed fee that covers transactions may be of more benefit to clients who select Models with more frequent trading. ETFs and other ETPs are not available through PFSI’s broker-dealer business. Additionally, the selection of mutual fund families available through PFSI’s broker-dealer business is significantly more limited compared to the universe of mutual funds from which the Asset Managers can select when creating a Model. Investors who prefer ETFs and having access to a broader range of mutual funds, but not within an advisory program, are unable to satisfy those preferences investing through the Program or through a PFSI brokerage account. As a result, Primerica Advisors has a potential conflict of interest that could cause the firm and its Advisors to recommend the Program to such an investor. Primerica mitigates this conflict through disclosure. Compensation Primerica is compensated through the receipt of a portion of the Program Fee and will continue to receive such compensation for as long as your assets remain in the Program. Your Advisor is compensated through the receipt of a portion of the Advisor fee component of the Program Fee. The amount of this compensation may be more or less than what would be received if you paid separately for the investment advice, brokerage and other services provided by the Program or participated in other types of advisory or brokerage programs. Additionally, if you invest in mutual funds through PFSI’s brokerage business, or invest in annuities through PFSI or its affiliates, your Advisor typically will receive upfront compensation based on the amount of your investment, as well as annual trail commissions based on your account value. The amount of compensation received annually from the Advisor fee typically will be less than the upfront compensation generated by an investment in mutual funds or an annuity, but more than an annual trail commission generated by an investment in mutual funds or an annuity. However, assuming you maintain your Program Account for a sufficient period of time, the annual compensation derived from the Advisor fee over time will exceed the amount of compensation that would have been received from an equivalent investment amount in mutual funds or annuities. Therefore, if you plan to invest for longer periods of time, your Advisor may have a financial incentive to recommend the Program over other services offered by PFSI and affiliates. Conversely, if you intend to invest for shorter periods of time, your Advisor may have an incentive to recommend that you invest in mutual funds or annuities that generate upfront compensation at the time of your investment. Primerica mitigates this potential conflict through disclosure. Your Advisor will receive the same compensation regardless of the Models recommended for your Program Account. Primerica’s and your Advisor’s compensation will vary from the compensation received from other investors in the Program based on the Advisor fee agreed to between you and your Advisor. Advisors participate in award and incentive programs which will result in some advisors receiving cash bonuses, trips or other non-cash compensation based on their Program sales, which may influence their decision to present a particular product to you for your consideration. 15 Primerica Advisors’ Conflicts with Respect to Investments in No-Transaction-Fee Funds and Commission-Free ETFs. As discussed above, and pursuant to our agreement with TDAI, Primerica Advisors compensates TDAI for its services from the Administration fee, which is a component of the total Program Fee you pay to Primerica Advisors. With respect to Program investments in certain mutual funds and ETFs, commonly referred to as no-transaction-fee funds (“NTF Funds”) and commission- free ETFs, TDAI is also compensated through its agreement with the fund or ETF sponsor. While the Program Fee and Administration fee you pay do not vary based on the assets held in your Program account, Primerica Advisors retains a greater percentage of the Administration fee when you invest in NTF Funds or commission-free ETFs than it retains when you invest in other investment options available through the Program. This creates a conflict of interest for Primerica Advisors to favor Models that include NTF Funds or commission-free ETFs. Primerica Advisors mitigates this conflict by disclosing it to you, and through its policies and procedures that require its Advisors to recommend Asset Managers and Models that are appropriate for you. Additionally, the compensation your Advisor receives does not depend on the Asset Managers and Models he or she recommends, including whether the Asset Manager selects NTF Funds or commission-free ETFs for its Models. Moreover, the Asset Managers, and not Primerica Advisors, determine which securities to include in a Model, and therefore, whether a client’s assets are invested in NTF Funds or commission-free ETFs. Conference and Training Assistance Provided to Primerica Advisors Because Primerica Advisors, the Asset Managers and TDAI are generally compensated from the Program Fee (as discussed in more detail above), Primerica Advisors, the Asset Managers and TDAI have a common financial interest in increasing the total assets invested in the Program. In furtherance of this common interest, the Asset Managers and TDAI assist Primerica in promoting the Program and provide financial support for conferences, incentive trips and training seminars designed in part to educate Advisors on the features and services offered by the Program. Primerica hosts these events on an annual basis and seeks financial support from the Asset Managers and TDAI each year. With respect to the Asset Managers, Primerica requests a standard contribution from each manager, however, some managers pay less. These payments create an incentive for Primerica Advisors to continue its relationship with the Asset Managers and TDAI as service providers, and to favor the Asset Managers that make the higher payments to us. Primerica Advisors mitigates these conflicts by disclosing them to you and through its policies and procedures that are designed to monitor the quality of the services provided by the Asset Managers and TDAI. Promotional Items and Seminar Support Provided to Investment Adviser Representatives Advisors are permitted to conduct seminars to educate potential clients about the Program and to encourage them to invest through the Program. Asset Managers are permitted to participate in and contribute to the cost of these client seminars, and provide promotional items of nominal value. These seminars could influence the Advisor’s decision to recommend Asset Managers that provide such support. Primerica Advisors mitigates this conflict by disclosing it to you and through its policies and procedures that limit the contributions Asset Managers are permitted to make toward client seminars and that require pre-approval from Primerica’s supervisory 16 personnel for such events. Due Diligence and Wholesaling Events On occasion, Asset Managers may hold meetings at their respective offices, or travel to a Primerica branch office, to educate Advisors about the Asset Manager’s investment philosophy and investment strategies. In connection with these meetings, the Asset Manager may provide meals and entertainment to Advisors and may contribute in whole or in part to an Advisor’s travel and lodging expenses incurred to attend such a meeting. These events create a conflict of interest for Advisors who participate in that the support provided by an Asset Manager could influence an Advisor’s decision as to which Asset Manager to recommend. Primerica Advisors mitigates this conflict by disclosing it to you and through its policies and procedures. Mutual Fund Share Classes For Models that include mutual funds, Primerica will seek to invest in institutional or similar share classes that do not impose an upfront sales charge or annual 12b-1 fee. Typically, these share classes are available for purchase by retail investors through advisory programs sponsored by a financial intermediary, or under other limited circumstances. If either you or Primerica terminates your Lifetime Investment Platform Advisory Agreement, then the mutual fund companies generally will allow you to continue to hold the mutual fund shares purchased through the Program, but you generally will be unable to make additional investments in those share classes. However, certain mutual funds have policies, outlined in a fund’s prospectus, that authorize the redemption or exchange of shares purchased through the Program if you transfer the shares out of your Program Account, or if either you or Primerica terminates your Lifetime Investment Platform Advisory Agreement. If a fund, or service provider authorized by the prospectus, elects to exchange your shares, generally you will receive Class A or similar shares of the same fund. The shares you receive from the exchange may have annual expenses that are higher than the shares previously held in your Program Account, and the fund, or service provider authorized by the prospectus, may impose a sales charge in connection with the exchange. Please review the prospectus for additional information regarding a fund’s policies related to the redemption or exchange of shares no longer held in the Program. Shares subject to redemption or exchange may be acquired in your Program Account at any time as changes to a Model are implemented. Primerica’s access to mutual funds and share classes within each fund is limited to the funds and share classes offered by TDAI, which are determined by the agreements entered into between TDAI and the respective funds. As a result, an Asset Manager may select for a Model a mutual fund or share class that is not available through TDAI, and therefore, is not available to the Program. If an Asset Manager selects a fund or share class not available through TDAI, Primerica will request that the Asset Manager select an alternative. The need to select an alternative fund or share class from the options available through TDAI may result in you owning a fund or share class with higher annual expenses than the fund or share class originally selected by the Asset Manager. 17 Item 5 - Account Requirements and Types of Clients The Program is designed for individual U.S. citizens and lawful permanent residents, and certain entities seeking investment advice regarding both retirement and non-retirement assets. Primerica Advisors does not provide investment advice to institutional clients, such as investment companies or pension plans. Individuals who reside outside of the United States, regardless of status, generally are not eligible to open a Program Account or remain invested in the Program. The Program generally permits investments in up to three Models within a Program Account. The minimum investment is $25,000.00 per Model; however, certain Models have higher minimums. If at any time the total market value of the assets held in any of the Models in a Program Account falls below the minimum for the Model, as a result of withdrawals or market volatility, Primerica reserves the right to terminate the Lifetime Investment Platform Advisory Agreement. Primerica reserves the right to accept or maintain accounts that do not meet the minimum investment requirements. The Models selected for your Program Account will not be implemented until cash sufficient to meet the minimum investment requirements is deposited into your Program Account or becomes available from the liquidation of securities deposited into your Program Account. You may terminate the Lifetime Investment Platform Advisory Agreement within five (5) business days of its initial execution without charge. Thereafter, either you or Primerica may terminate the agreement at any time upon written notice to the other, which becomes effective when received or as of the date indicated in the notice. In the event that the Lifetime Investment Platform Advisory Agreement is terminated for any reason, your advisory relationship with Primerica and your Advisor will simultaneously terminate, and all features and privileges associated with the Program, will be cancelled and cease. Any assets held in your Program Account or Non-Program Account after the advisory agreement is terminated may be transferred by TDAI to a new account on the TD Ameritrade retail platform pursuant to the authorizations contained in the TDAI account agreement. Item 6 - Portfolio Manager Selection and Evaluation Selection and Evaluation Primerica, as sponsor and portfolio manager for the Program, selects the Asset Managers and Models available in the Program. The Program seeks to include a platform of investment Models that align with a range of investment objectives and risk tolerances while minimizing duplication of investment styles. Primerica’s evaluation process considers both the Asset Manager as an entity, as well as the individual Models offered by the Asset Managers. Primerica uses internal and external resources to identify and evaluate Asset Managers and Models. The evaluation process considers both quantitative and qualitative factors including the following. • Investment philosophy and process • Asset manager personnel • Assets under management • Past performance [track record and experience] 18 • Modern Portfolio Theory statistics, such as Alpha, Beta, R-squared and Sharpe ratio • Performance relative to an appropriate benchmark • Consistency of performance • Performance relative to peers • Risk adjusted return • Total return Affiliations No related person or affiliate of Primerica acts a portfolio manager for the Program. Primerica is not an affiliate of any of the Asset Managers who provide investment Models the Program. The Asset Managers may be public companies, subsidiaries of public companies or privately held entities. Neither Primerica Advisors nor its parent Company has an ownership interest in the Asset Managers or the Asset Managers’ respective affiliates. Primerica has existing business relationships with certain Asset Managers. Lockwood Advisors previously co-sponsored, along with Primerica, of the Freedom Portfolios mutual fund wrap fee program, which was offered since June 2011 until February 2019. Invesco mutual funds, but not Invesco ETFs, and Legg Mason mutual funds are available from PFSI through its broker-dealer business. PFSI and its representatives receive compensation from Invesco and Legg Mason for the sale of their mutual funds. Primerica Shareholder Services, an affiliate of PFSI, receives compensation from Invesco and Legg Mason for administrative services provided to owners of Invesco and Legg Mason funds who purchase mutual fund shares through PFSI’s broker-dealer business. Advisors also may have received non-cash compensation from Lockwood in connection with Freedom Portfolios or Invesco and Legg Mason in connection with our retail brokerage business. Due to these factors and their prior experience and familiarity with Lockwood, Invesco and Legg Mason, Advisors may be more inclined to recommend Models designed by those Asset Managers or their affiliates. In addition, certain Asset Managers may make greater efforts than others to communicate with and educate Advisors regarding their respective Models. As a result, an Advisor may be more inclined to recommend the Asset Managers with whom the Advisor has a closer relationship. Primerica mitigates this potential conflict through disclosure. Primerica Advisors’ advice is limited to the assets held in the Program. Primerica does not sponsor or provide portfolio management services to any advisory programs other than the Lifetime Investment Platform. Primerica does not accept performance-based fees. Proxy Voting; Corporate and Legal Actions Primerica is not authorized to take any action with respect to the voting of proxies. You retain the right and obligation to vote any proxies relating to securities held in your Program Account and Non-Program Account. You will be sent certain issuer and issuer-related communications (proxies, tender offers, proposed mergers, rights offerings, exchange offers and warrants, among other things) that may require a voting decision or other action regarding investments held in the Program Account. Primerica does not accept proxy-voting responsibility for any client. You are expected to vote your own proxies and will receive proxies directly from TDAI. 19 Risk of Loss Investing in the Program entails risk, including loss of principal. The mutual funds, stocks, ETFs and ETPs held in your Program Account are subject to multiple risks, including market, credit, liquidity, currency, economic and political risk. Investments in the Program are not insured and there is no guarantee that the Models recommended to you will accomplish your investment objectives. Strategic, Tactical, Tax Aware and Income Distribution Models offer investors access to varied investment styles and objectives; however, Primerica makes no representation or warranty that any particular investment style or Model will be profitable, or that any style or Model is more likely than another to achieve an investor’s objectives. Strategic Models will remain fully invested regardless of market conditions. As a result, Strategic Models in general may experience greater losses during periods of market volatility compared to certain Tactical Models, as the Asset Managers of Tactical Models have the option to recommend substantial holdings in cash or cash alternatives, such as money market funds. Tactical Models also entail risk, and the investment performance of a Tactical Model will be affected by the Asset Manager’s decision as to if and when to move into and out of cash or other asset classes. Asset Managers who employ a Tactical investment style may remain allocated to cash or cash alternatives during periods of market recovery following an actual market decline, causing the Model and the Program Accounts holding that Model to miss out on participation in a market recovery. Similarly, Asset Managers offering Tactical Models may incorrectly anticipate market trends and recommend exchanging equity and fixed-income holdings for cash or cash alternatives during periods in which equity and fixed-income securities appreciate in value. Income Distribution Models are designed to generate income by distributing assets from the Program Account to you, however there is no guarantee that such Models will generate any specific amount of income, or that the income will be available for a period of time sufficient to meet your needs. Tax Aware Models typically invest in municipal bond funds, which generally pay interest that is free from federal income tax. The Asset Managers of Tax Aware Models may also select other types of securities and employ trading strategies for the purpose of limiting transactions that may result in a realized capital gain. Tax Aware Models are not designed or managed to address the tax needs of any individual investor. You should consult with a tax professional for advice regarding how investing in a Tax Aware Model might affect your personal tax situation. Item 7 - Client Information Provided to Portfolio Managers When establishing an account, you will be asked to complete a Lifetime Investment Platform new account application and an Investment Profile to document your financial situation, risk profile and investment objective. You will also be given an opportunity to place reasonable investment restrictions on your account. Primerica Advisors will share this information as necessary to establish and maintain your account. Your financial information and account restrictions will not be shared with the Asset Managers, or with the portfolio managers of the funds held in your Program Account. 20 We will also collect general information including your name, a street address, date of birth, and an identification number, such as a Social Security Number. We may also ask to see your driver’s license or other identifying documents that will allow us to identify you. This information may be shared between Primerica and its affiliates. For additional important information, please review our brochure titled, “What Does Primerica Do with Your Personal Information”. Item 8 - Client Contact with Portfolio Managers Primerica is the portfolio manager for the Program. You may contact Primerica at the address and telephone number listed on the cover page of this brochure. Inquiries about the Asset Managers may be directed to Primerica or to the Asset Managers directly. Each of the mutual funds, ETFs and ETPs held in your account has one or more investment managers that manage the fund’s investments. Generally, these investment managers do not have direct contact with fund shareholders. Mutual funds typically operate client service and investor relations departments that handle client communications. Information regarding how to contact the fund is available in the fund’s prospectus. You may contact your Advisor in person, in writing, or by telephone. Your Advisor is permitted to send this brochure and other Program documents to you by email; however, Advisors are otherwise prohibited from conducting advisory business by email. Advisors are required to be reasonably available to Program participants and to respond promptly to client requests for contact. You and your Advisor may choose how often to have discussions concerning your Program Account. For assistance with your account or to obtain contact information for your Advisor or an Asset Manager, contact Primerica Advisors at 800-544- 5445 during normal business hours. To access your account online, visit www.advisorclient.com. Item 9 - Additional Information Disciplinary Information In August 2012, PFSI entered into an Acceptance, Waiver and Consent with FINRA related to recordkeeping requirements, and mutual fund recommendations made to investors with short- term investment horizons. PFSI accepted FINRA’s findings, without admitting or denying the allegations, and agreed to pay a fine of $100,000. Specifically, FINRA found that during 2008 through 2011, due to programming, design and human errors, PFSI’s systems failed to detect that certain customers were not provided with a copy of their account record as required by SEC Rule 17a-3(a)(17). That rule requires a broker-dealer to provide customers with a copy of certain information contained in their account record within 30 days of account opening, and then every 36 months thereafter if another suitability determination had occurred. FINRA also found that from April 2007 through February 2009, the firm’s Investor Profile Questionnaire was inadequate in that it did not record the specific rationale for placing customers with a short-term investment horizon in mutual funds. PFSI has implemented corrective measures to address these findings. 21 Other Financial Activities and Affiliations PFS Investments, Inc. is an indirect, wholly-owned subsidiary of Primerica, Inc., a publicly traded company (NYSE – PRI) headquartered in Duluth, Georgia. Primerica, Inc. offers financial products and services, including term life insurance, mutual funds, annuities, mortgage loans and other products which are distributed through various subsidiaries. PFSI is registered with the SEC as a broker-dealer and investment adviser. Through its broker-dealer operations, PFSI sells mutual funds, variable annuities, employer-sponsored retirement plans and 529 Plans. Certain of the asset allocation models in the Program are constructed, in whole or in part, using mutual funds. In limited circumstances a Model could include one or more mutual funds that also are available through PFSI’s broker-dealer operations. You may be able to meet your investment needs by purchasing from PFSI or its affiliates products and services other than the Program. Before deciding how to invest, you should carefully consider the costs and services associated with the different products available through PFSI and its affiliates. Code of Ethics Primerica Advisors has adopted a Code of Ethics (“Code”) pursuant to Rules 204A-1 and 204- 2 of the Investment Advisers Act of 1940. The Code is intended to reflect the principles that govern the conduct of Primerica Advisors and its supervised persons in those situations where Primerica Advisors acts as an investment advisor as defined under the Advisers Act. The Code addresses topics such as standards of business conduct, compliance with applicable federal law and the personal securities activities of associated persons. Primerica Advisors’ associated persons may invest in the same securities as are recommended to clients, at the same or different times. All associated persons are required to acknowledge receipt of the Code policies. A copy of the Code is available upon request. Review of Accounts Annually, Primerica or your Advisor will undertake reasonable efforts to contact you to discuss your financial situation and investment objectives to determine whether the account continues to meet your investment needs. Also, on quarterly basis, Primerica will send correspondence reminding you to contact us or your Advisor if there have been any changes to your circumstances that would cause you to alter your responses to the investment profile questionnaire. The quarterly statements you will receive will show the securities held in your account, the value of the securities and any transactions that occurred in the account during the previous quarter. Primerica will monitor and make adjustments to Program Accounts as described in this brochure. Client Referrals and Other Compensation Primerica does not directly or indirectly compensate any person for client referrals. Primerica may occasionally hold sales incentives related to the Program in which Advisors are eligible to qualify for trips. Eligibility will be based solely on total sales or assets under management and never on the sale of a particular Model or Models. Advisors also are eligible for cash bonuses and other non-cash compensation. Bonuses, incentive trips and non-cash compensation are in addition to an Advisor’s compensation derived from the Program Fee. The possibility of receiving this additional compensation or incentive could cause an Advisor to favor the Program 22 over other investments options when deciding which products to present to you for your consideration. Funding for the incentive trips may be provided by Primerica and its affiliates. Before investing, you should carefully consider the cost and benefits of the Program along with your investment needs and objectives. TDAI, or its affiliates, through its institutional services advisor program, offers services to independently registered investment advisors that include custody of securities, trade execution and clearance and settlement of transactions. In addition to these services, TDAI also offers additional services to certain investments advisers, which in the case of Primerica, includes financial support that Primerica uses to purchases administrative services and technology from unaffiliated third parties, FiServ and DocuSign. This support received from TDAI is not based upon any particular securities transaction or client relationship nor does it depend on the amount of brokerage transactions directed to TDAI. However, TDAI considers the profitability of its relationship with the Primerica Advisors Lifetime Investment Platform when determining whether to provide financial support to the Program. The financial support from TDAI does not diminish Primerica’s duty to act in the best interest of its clients; however, receipt of financial support from TDAI creates a conflict for Primerica as it could influence us to continue to use TDAI as a service provider to the Program. Primerica mitigates this conflict by disclosing it to you and through its policy and procedures designed to monitor the quality of the services provided by TDAI. The economic benefits received through participation in the institutional services advisor program typically are not available to accounts on TD Ameritrade’s retail platform. Financial Information Primerica does not require or solicit prepayment of more than $1,200 in fees per client six months or more in advance and therefore has not included a balance sheet of its most recent fiscal year. Primerica is not aware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to clients, nor has the firm been the subject of a bankruptcy petition at any time during the past ten years. Custody TDAI is the broker-dealer that serves as the qualified custodian for assets in the Program. Accordingly, TDAI will hold all book-entry shares of the Program assets and will process all purchases, redemptions and other transfer of such shares. In addition, TDAI will receive and distribute dividends and other distributions and send you statements of all activity in your Program Account on no less than a quarterly basis. Investors in the Program authorize Primerica to give fund and securities disbursement and transfer instructions for the Program Account to TDAI and its agents. No Legal or Tax Advice Neither Primerica nor its Advisors provide tax, accounting or legal advice. You should consult with your tax advisor regarding the tax consequences of investing assets in or withdrawing assets from the Program. If you plan to sell securities or other assets to fund your Program Account, you should consider the potential for capital gains and other taxes that may be triggered by the sale. LIFETIME INVESTMENT PLATFORM ACCOUNT PROPOSAL Prepared For Rosemary Hallick Prepared On June 19, 2019 Prepared By MATTHEW CARVER All investments are subject to risk including the loss of principal. For more information, please refer to the Important Proposal Disclosures at the end of this report. If you choose to implement the Proposed Portfolio, it will be subject to certain fees and/or expenses that will be incurred in the management of the portfolio. For information regarding fees and other program details, please review the Primerica Advisors Lifetime Investment Platform Form ADV Part 2A wrap fee program brochure. Page 2 of 12 Proposal ID: 83414 EXECUTIVE SUMMARY Proposal Name Client Name Investment Amount Account Type Investment Profile CITY OF LA QUINTA Rosemary Hallick $65,000,000 Individual Conservative Thank you for your consideration of working with me as your Primerica Advisor. I appreciate the opportunity to help you achieve your goals and objectives. In order to help you accomplish your goals, I have prepared for your consideration a Lifetime Investment Platform account proposal. For your Investment Profile, you selected Conservative from the choices offered to you based on your scoring. Your responses from the Investment Profile Questionnaire can be found in the Appendix of this Proposal. Based on the manager attributes and your preferences we discussed, I have included the following asset manager selection(s): Model Selection Account Construction: Asset Allocation Model Asset Managers: 3 Asset Manager 1 Asset Manager 2 Asset Manager 3 Asset Manager Meeder Lockwood Advisors Sage Advisory Model Meeder Conservative Lockwood Tax Aware Model 20 Sage Tactical Conservative Model Allocation 34%33%33% Equity Percentage 20%20%20% Investment Approach No Preference No Preference No Preference Market Exposure No Preference No Preference No Preference Tax Aware No Preference No Preference No Preference Investment Lifecycle No Preference No Preference No Preference Holdings No Preference No Preference No Preference All investments are subject to risk including the loss of principal. For more information, please refer to the Important Proposal Disclosures at the end of this report. If you choose to implement the Proposed Portfolio, it will be subject to certain fees and/or expenses that will be incurred in the management of the portfolio. For information regarding fees and other program details, please review the Primerica Advisors Lifetime Investment Platform Form ADV Part 2A wrap fee program brochure. Page 3 of 12 Proposal ID: 83414 PROPOSED ASSET MANAGER ALLOCATION This is a snapshot of the proposed asset manager(s) for your Lifetime Investment Platform account. The pie chart depicts how your initial investment may be allocated among the specified asset manager(s) and model(s). Asset Manager Investment Profile Model Allocation %Allocation $ Meeder Conservative Meeder Conservative 34.00%$22,100,000 Lockwood Advisors Conservative Lockwood Tax Aware Model 20 33.00%$21,450,000 Sage Advisory Conservative Sage Tactical Conservative 33.00%$21,450,000 100.00%$65,000,000 The Advisor fee is the portion of the Program Fee paid for the investment advice offered in the program. The Advisor fee is retained by Primerica Advisors, and a portion of it is paid to your Primerica Advisor as compensation for the advice and services provided to you. All investments are subject to risk including the loss of principal. For more information, please refer to the Important Proposal Disclosures at the end of this report. If you choose to implement the Proposed Portfolio, it will be subject to certain fees and/or expenses that will be incurred in the management of the portfolio. For information regarding fees and other program details, please review the Primerica Advisors Lifetime Investment Platform Form ADV Part 2A wrap fee program brochure. Page 4 of 12 Proposal ID: 83414 Lifetime Investment Platform Fee The Fee for the Lifetime Investment Platform account will be 1.00%. The Lifetime Investment Platform includes the following services: Fee-based guidance and asset management Access to professional asset managers and a wide range of asset allocation models Flexibility to choose single or multiple asset managers that align with your investing lifecycle needs Choice of mutual fund or ETF models, or a combination of both investment types Ongoing Primerica Advisors Due Diligence Review of asset managers portfolios and performance Communication about all asset manager, asset allocation or security selection changes Access to detailed performance and holding reports Meet with your advisor to review goals, objectives, and outcomes Trading, custody, statements and tax forms delivered by TD Ameritrade. Detailed Fee Schedule Account Value Advisor Fee Administrative Fee Meeder Conservative Lockwood Tax Aware Model 20 Sage Tactical Conservative Total Program Fee $0 to < $250,000 0.80%0.52%0.00%0.00%0.20%0.25%1.47% $250,000 to < $500,000 0.80%0.48%0.00%0.00%0.20%0.25%1.43% $500,000 to < $1,000,000 0.80%0.44%0.00%0.00%0.20%0.25%1.39% $1,000,000 to < $3,000,000 0.50%0.40%0.00%0.00%0.20%0.25%1.05% $3,000,000 and up 0.45%0.40%0.00%0.00%0.20%0.25%1.00% Fees Amount $292,500 $260,000 $0 $0 $42,900 $53,625 $649,025 All investments are subject to risk including the loss of principal. For more information, please refer to the Important Proposal Disclosures at the end of this report. If you choose to implement the Proposed Portfolio, it will be subject to certain fees and/or expenses that will be incurred in the management of the portfolio. For information regarding fees and other program details, please review the Primerica Advisors Lifetime Investment Platform Form ADV Part 2A wrap fee program brochure. Page 5 of 12 Proposal ID: 83414 PROPOSED PORTFOLIO ASSET ALLOCATION This is a snapshot of your proposed portfolio. The proposed asset allocation of the asset manager(s) takes into account your stated financial goals and risk tolerance. The charts indicate how your initial investment may be allocated across equity and fixed income asset classes. As of Mar 31, 2019 Equity Style Credit Quality AAA 52.01% AA 6.20% A 11.37% BBB 13.03% BB 6.52% B 7.06% Below B 1.90% Not Rated 1.89% Equity Sector Bond Sector Government 31.85% Corporate 25.96% Securitized 19.65% Cash & Equivalents 11.72% Municipal 7.11% Derivative 3.71% The identification of securities is for illustrative purposes and does not constitute a recommendation or an offer to buy or sell any particular security. The securities listed represent the composition of the identified investment model(s) as of the date shown in the proposal and are subject to change at any time based on the investment management decisions of the Asset Manager. If you transfer assets into the program, you should expect that some or all of the securities initially purchased for your account will differ from the securities shown in this proposal. All investments are subject to risk including the loss of principal. For more information, please refer to the Important Proposal Disclosures at the end of this report. If you choose to implement the Proposed Portfolio, it will be subject to certain fees and/or expenses that will be incurred in the management of the portfolio. For information regarding fees and other program details, please review the Primerica Advisors Lifetime Investment Platform Form ADV Part 2A wrap fee program brochure. Page 6 of 12 Proposal ID: 83414 PROPOSED ASSET MANAGER MODEL(s) As of Mar 31, 2019 Meeder Conservative Top 10 Holdings Allocation % Meeder Total Return Bond Institutional 58.35% Meeder Balanced Institutional 34.14% Meeder Spectrum Institutional 3.24% Meeder Muirfield Institutional 2.14% Meeder Moderate Allocation Institutional 2.13% AAA 48.51% AA 4.36% A 12.38% BBB 17.71% BB 5.85% B 5.90% Below B 2.45% Not Rated 2.84% Government 35.35% Corporate 23.16% Securitized 20.77% Cash & Equivalents 19.41% Derivative 0.89% Municipal 0.43% Equity Style Equity Sector The identification of securities is for illustrative purposes and does not constitute a recommendation or an offer to buy or sell any particular security. The securities listed represent the composition of the identified investment model(s) as of the date shown in the proposal and are subject to change at any time based on the investment management decisions of the Asset Manager. If you transfer assets into the program, you should expect that some or all of the securities initially purchased for your account will differ from the securities shown in this proposal. All investments are subject to risk including the loss of principal. For more information, please refer to the Important Proposal Disclosures at the end of this report. If you choose to implement the Proposed Portfolio, it will be subject to certain fees and/or expenses that will be incurred in the management of the portfolio. For information regarding fees and other program details, please review the Primerica Advisors Lifetime Investment Platform Form ADV Part 2A wrap fee program brochure. Page 7 of 12 Proposal ID: 83414 PROPOSED ASSET MANAGER MODEL(s) As of Mar 31, 2019 Lockwood Tax Aware Model 20 Top 10 Holdings Allocation % American Cent-Benham Interm-Trm T/F 16.00% American Funds Tax-Exempt Bond F2 15.50% iShares TIPS Bond ETF 10.00% Virtus Seix Floating Rate High Inc I 9.00% SPDR® DoubleLine Total Return Tact ETF 7.50% Vanguard Dividend Appreciation ETF 6.50% BrandywineGLOBAL Global Unconst Bond I 6.00% BlackRock Strategic Income Opps Instl 5.00% TCW Emerging Markets Income I 5.00% Schwab Fundamental US Large Company Idx 4.50% AAA 40.12% AA 12.15% A 11.76% BBB 8.05% BB 10.23% B 12.74% Below B 2.13% Not Rated 2.81% Government 32.55% Municipal 20.81% Corporate 19.62% Derivative 10.34% Securitized 8.79% Cash & Equivalents 7.90% Equity Style Equity Sector The identification of securities is for illustrative purposes and does not constitute a recommendation or an offer to buy or sell any particular security. The securities listed represent the composition of the identified investment model(s) as of the date shown in the proposal and are subject to change at any time based on the investment management decisions of the Asset Manager. If you transfer assets into the program, you should expect that some or all of the securities initially purchased for your account will differ from the securities shown in this proposal. All investments are subject to risk including the loss of principal. For more information, please refer to the Important Proposal Disclosures at the end of this report. If you choose to implement the Proposed Portfolio, it will be subject to certain fees and/or expenses that will be incurred in the management of the portfolio. For information regarding fees and other program details, please review the Primerica Advisors Lifetime Investment Platform Form ADV Part 2A wrap fee program brochure. Page 8 of 12 Proposal ID: 83414 PROPOSED ASSET MANAGER MODEL(s) As of Mar 31, 2019 Sage Tactical Conservative Top 10 Holdings Allocation % iShares MBS ETF 26.91% iShares 7-10 Year Treasury Bond ETF 12.00% iShares Preferred&Income Securities ETF 8.05% iShares Short-Term Corporate Bond ETF 7.92% iShares Long-Term Corporate Bond ETF 6.78% iShares 3-7 Year Treasury Bond ETF 5.77% iShares Core MSCI EAFE ETF 5.41% iShares Intermediate-Term Corp Bd ETF 4.91% SPDR® S&P Dividend ETF 4.19% iShares 20+ Year Treasury Bond ETF 4.15% AAA 67.52% AA 2.15% A 9.95% BBB 13.19% BB 3.51% B 2.58% Below B 1.10% Not Rated 0.00% Corporate 35.17% Securitized 29.37% Government 27.55% Cash & Equivalents 7.63% Municipal 0.29% Derivative 0.00% Equity Style Equity Sector All investments are subject to risk including the loss of principal. For more information, please refer to the Important Proposal Disclosures at the end of this report. If you choose to implement the Proposed Portfolio, it will be subject to certain fees and/or expenses that will be incurred in the management of the portfolio. For information regarding fees and other program details, please review the Primerica Advisors Lifetime Investment Platform Form ADV Part 2A wrap fee program brochure. Page 9 of 12 Proposal ID: 83414 Important Proposal Disclosure General Disclosures Please review a copy of Lifetime Investment Platform Form ADV Part 2A wrap fee program brochure for a full description of the services offered by the program and the fees you will pay to receive those services. The brochure may be obtained from your advisor or by writing to Primerica Advisors at: 1 Primerica Parkway, Duluth, GA 30099, or by calling (800) 544-5445. This proposal report is provided for informational purposes only and is intended for a one-on-one discussion between you and your advisor. It provides personalized investment information and is not intended to meet the objectives or suitability requirements of anyone other than the individual(s) for whom it was prepared. Neither the information nor any opinions expressed herein should be construed as an offer or a solicitation to buy or sell any securities or investments. It is important to remember that there are risks inherent in any investment and that there is no assurance that any asset manager, investment model, mutual fund, ETF, asset class, style, or index will provide positive performance over time. Diversification and asset allocation do not guarantee a profit or protect against a loss in declining markets. Investments in the program are subject to multiple risks, including market, credit, interest rate, default, liquidity, currency, economic, and political risk. Investments in the program are not insured and there is no guarantee that the investment models you select will accomplish your investment objectives. Strategic, Tactical, Tax Aware and Income-Distribution models offer investors access to varied investment styles and objectives; however, Primerica Advisors makes no representation or warranty that any particular investment style or model will be profitable, or that any style or model is more likely than another to achieve an investor’s objectives. Income-Distribution models are designed to generate income, however there is no guarantee that such models will generate any specific amount of income, or that they will generate income for any particular period of time. Tax considerations, while important, are just one factor to consider before making any investment decision. Primerica Advisors is not a tax advisor and does not provide tax advice. For specific tax advice, please consult with a qualified tax professional. The mutual funds and ETFs shown in this proposal, if any, represent the investment selections of the asset managers of the investment models as of the date shown in the proposal. Identification of securities is for illustrative purposes and does not constitute a recommendation or an offer to buy or sell any particular security. The securities associated with each investment model are subject to change at any time based on the investment management decisions of the asset manager. If you invest in the program, you should expect that some or all of the securities purchased for your account will differ from the securities shown in this proposal. Over time, the securities held in your account will change as adjustments to the investment models are implemented. The information contained in this proposal is presented to you by Primerica Advisors solely in its capacity as a registered investment adviser. If you invest in the program, Primerica Advisors will act as your agent to purchase the securities that at that time correspond to the investment models you have selected. TD Ameritrade Institutional (“TDAI”), an unaffiliated broker-dealer, provides custody, trade execution, clearing, settlement and other services for the program. You will receive from TDAI a copy of the prospectus of any mutual funds purchased in your program account. The information contained herein is based upon the data available as of the date of this report and is subject to change at any time without notice. All investments are subject to risk including the loss of principal. For more information, please refer to the Important Proposal Disclosures at the end of this report. If you choose to implement the Proposed Portfolio, it will be subject to certain fees and/or expenses that will be incurred in the management of the portfolio. For information regarding fees and other program details, please review the Primerica Advisors Lifetime Investment Platform Form ADV Part 2A wrap fee program brochure. Page 10 of 12 Proposal ID: 83414 Important Proposal Disclosure Certain information contained in this report is either provided by Morningstar, Inc. or based upon information provided by Morningstar. While the information is believed to be reliable, no representations, guarantee or warranty, express or implied, can be made as to its accuracy, completeness or correctness. © 2014 Morningstar, Inc. All Rights Reserved. Certain information contained herein: (1) is proprietary to Morningstar; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. Mutual Funds and ETFs Investors should carefully consider the investment objectives, risks, charges, fees and expenses of any mutual fund before investing. This and other important information can be found in the fund prospectus and, if available, the summary prospectus, which may be obtained through your advisor or by contacting Primerica Advisors. Please read the prospectus and, if available, the summary prospectus carefully before investing. You will receive from the custodian a copy of the prospectus of any mutual funds purchased in your program account. Mutual funds and ETFs charge fees and expenses in addition to the Program Fee charged by Primerica Advisors. Mutual funds may also charge a redemption fee if shares are redeemed within a period of time as specified in the fund’s prospectus. The amount of the redemption fee, as well as the minimum holding period, is disclosed in the respective fund prospectus. For complete details, please refer to the prospectus. About the Primerica Advisors Lifetime Investment Platform PFS Investments, Inc. (PFSI) is an SEC registered investment adviser doing business as Primerica Advisors. The Primerica Advisors Lifetime Investment Platform is a wrap fee program sponsored by Primerica Advisors. SEC registration neither implies nor asserts the SEC or any state securities authority has approved or endorsed PFSI or the contents of this disclosure. In addition, SEC registration does not carry any official imprimatur or indication PFSI has attained a particular level of skill or ability. PFSI also is registered as a broker-dealer with the SEC, and is a member of FINRA and SIPC. PFSI’s does not provide brokerage services to the Lifetime Investment Platform. Securities listed in this proposal, if any, are not available for purchase through PFS Investments’ broker-dealer business. Primerica Advisors acts as portfolio manager to the Lifetime Investment Platform, and provides administrative services to the program. Employees of PFSI may invest in the Lifetime Investment Platform. PFSI has a Code of Ethics that is designed to address perceived or real conflicts between the trading activity on behalf of investors and the trading activity of its employees. Monitoring of this activity is ongoing and intended to prevent an employee from reaping any benefit or unfair advantage over an investor with respect to such trading activity. All investments are subject to risk including the loss of principal. For more information, please refer to the Important Proposal Disclosures at the end of this report. If you choose to implement the Proposed Portfolio, it will be subject to certain fees and/or expenses that will be incurred in the management of the portfolio. For information regarding fees and other program details, please review the Primerica Advisors Lifetime Investment Platform Form ADV Part 2A wrap fee program brochure. Page 11 of 12 Proposal ID: 83414 Important Proposal Disclosure Fee Schedule Disclosure The Total Program Fee represents the sum of the wrap fee components shown in the Fee Schedule. For accounts invested in models that charge different Strategists Asset Manager fees, the Total Program Fee is adjusted based on the portion of the Investment Amount allocated to each investment model. The actual Program Fee deducted from your Program Account, when stated as a percentage, will vary based on the amount of your Program Account allocated to each model at the time the Program Fee is calculated. Please see the Primerica Advisors Form ADV Part 2A Wrap Fee Program Brochure for additional information regarding the Program Fee. All investments are subject to risk including the loss of principal. For more information, please refer to the Important Proposal Disclosures at the end of this report. If you choose to implement the Proposed Portfolio, it will be subject to certain fees and/or expenses that will be incurred in the management of the portfolio. For information regarding fees and other program details, please review the Primerica Advisors Lifetime Investment Platform Form ADV Part 2A wrap fee program brochure. Page 12 of 12 Proposal ID: 83414 Investment Profile Responses 2. What is your distribution or withdrawal plan? I intend to take no distributions for 7 or more years I intend to start taking distributions in 3 to 7 years I intend to start taking distributions within 3 years 1. What is your objective for your investment? Growth Of Assets Growth & Income Income Less Risk Moderate Risk More Risk 3. Your intended managed investment account comprises: More than 66% of your investment portfolio Between 34% and 66% of your investment portfolio Less than 34% of your investment portfolio Investment Profile Fixed Income Conservative Conservative Growth Moderate Growth Growth Aggressive Growth Description For investors whose primary objective is current income, and do not want even minimal short-term price fluctuations due to equity exposure. For investors whose primary objective is current income, but can tolerate minimal short- term price fluctuations as a trade-off for protection against the erosion to purchasing power caused by inflation. For investors who prefer current income to capital appreciation, but are willing to tolerate some price fluctuations associated with equity (stock) investments. For investors whose primary objective is capital appreciation and to whom current income is of secondary importance. A moderate growth investor is willing to tolerate price fluctuations. For investors whose primary objective is long-term capital appreciation and who are willing to tolerate potentially large price fluctuations. Generating income is not a primary goal. For investors whose primary objective is maximum long-term capital appreciation and who are willing to tolerate more substantial, potentially large price fluctuations. Generating current income is not a goal. Exposure No Equity Risk Low Modest Medium Moderately high Significant Target Ratio 100% Bonds/Cash 20% Equity 80% Bonds/Cash 40% Equity 60% Bonds/Cash 60% Equity 40% Bonds/Cash 80% Equity 20% Bonds/Cash 98% Equity 2% Bonds/Cash Eligible Profiles X X Selected Profile X 6/18/2019 IAPD - Investment Adviser Firm Summary - PRIMERICA ADVISORS https://www.adviserinfo.sec.gov/IAPD/IAPDFirmSummary.aspx?ORG_PK=10111 1/3 Investment Adviser Firm Summar y PFS INVESTMENTS INC. (CRD# 10111 / SEC# 8-26486, 801-72263) Alternate Names: FIRST AMERICAN NATIONAL SECURITIES, INC. , PFS INVESTMENTS INC. , PRIMERICA ADVISORS View latest Form ADV filed Part 2 Brochures The adviser's REGISTRATION status is listed below. This adviser is also a brokerage firm REGISTRATION STATUS SEC / JURISDICTION REGISTRATION STATUS EFFECTIVE DATE SEC Approved 05/06/2011 NOTICE FILINGS Investment adviser firms registered with the SEC may be required to provide to state securities authorities a copy of their Form ADV and any accompanying amendments filed with the SEC. These filings are called "notice filings". Below are the states with which the firm you selected makes its notice filings. Also listed is the date the firm first became notice filed or registered in each state. JURISDICTION EFFECTIVE DATE Alabama 05/06/2011 Alaska 05/06/2011 Arizona 05/06/2011 Arkansas 05/06/2011 California 05/06/2011 Colorado 05/06/2011 Connecticut 05/06/2011 Delaware 05/06/2011 District of Columbia 05/06/2011 Florida 05/06/2011 Georgia 05/06/2011 Hawaii 05/06/2011 Idaho 05/06/2011 6/18/2019 IAPD - Investment Adviser Firm Summary - PRIMERICA ADVISORS https://www.adviserinfo.sec.gov/IAPD/IAPDFirmSummary.aspx?ORG_PK=10111 2/3 Illinois 06/30/2011 Indiana 05/06/2011 Iowa 05/06/2011 Kansas 05/06/2011 Kentucky 05/06/2011 Louisiana 05/06/2011 Maine 05/06/2011 Maryland 05/06/2011 Massachusetts 05/06/2011 Michigan 05/06/2011 Minnesota 05/06/2011 Mississippi 05/06/2011 Missouri 05/06/2011 Montana 05/06/2011 Nebraska 05/06/2011 Nevada 05/06/2011 New Hampshire 05/06/2011 New Jersey 05/20/2011 New Mexico 05/06/2011 New York 05/06/2011 North Carolina 05/06/2011 North Dakota 05/06/2011 Ohio 05/06/2011 Oklahoma 05/06/2011 Oregon 05/06/2011 Pennsylvania 05/06/2011 Puerto Rico 05/06/2011 Rhode Island 05/06/2011 South Carolina 05/06/2011 South Dakota 05/10/2011 Tennessee 05/06/2011 Texas 05/06/2011 Utah 05/06/2011 6/18/2019 IAPD - Investment Adviser Firm Summary - PRIMERICA ADVISORS https://www.adviserinfo.sec.gov/IAPD/IAPDFirmSummary.aspx?ORG_PK=10111 3/3 Vermont 05/06/2011 Virgin Islands 05/06/2011 Virginia 05/06/2011 Washington 05/06/2011 West Virginia 05/06/2011 Wisconsin 05/06/2011 Wyoming 07/05/2017 EXEMPT REPORTING ADVISERS Exempt Reporting Advisers ("ERA") are investment advisers that are not required to register as investment advisers because they rely on certain exemptions from registration under sections 203(l) and 203(m) of the Investment Advisers Act of 1940 and related rules. Certain state securities regulatory authorities have similar exemptions based on state statutes or regulations. An ERA is required to file a report using Form ADV, but does not complete all items contained in Form ADV that a registered adviser must complete. Other state securities regulatory authorities require an ERA to register as an investment adviser and file a complete Form ADV. Below are the regulators with which an ERA report is filed. Not Currently an Exempt Reporting Adviser